Key Quantitative Figures

  • Pre-reduction capital: ₹6,52,54,000 divided into 65,25,400 equity shares of ₹10 each fully paid-up
  • Post-reduction capital: ₹3,26,27,000 divided into 32,62,700 equity shares of ₹10 each fully paid-up
  • Reduction percentage: 50% reduction of issued and paid-up share capital
  • Accumulated losses: ₹3,83,84,350 as of 31 March 2023 (debit balance in Profit & Loss Account)
  • Financial position (31.03.2024): Negative reserves & surplus of ₹3,26,02,694 with current liabilities of ₹2,44,200

Dates of Action

  • Board Meeting approval: 30 January 2025
  • EGM approval: 25 February 2025 (Special Resolution passed)
  • NCLT Order date: 30 June 2026
  • Filing date with BSE: 04 July 2026
  • Fractional share sale period: Within 90 days from date of issue of shares upon reduction

Parties Involved

  • Applicant Company: Tridev Infraestates Limited
  • Regulatory Authorities: NCLT New Delhi Bench (Court-II), SEBI, BSE Limited, Regional Director Northern Region, Registrar of Companies NCT of Delhi and Haryana
  • Legal Representatives: Adv. R.K. Goel, Adv. Kartikey Goel, Adv. Karan Gandhi, Adv. Sikhar Tiwari, Adv. Vidhika, Adv. Namit Saxena
  • Company Director: Atul Kumar Agarwal (DIN: 00022779)
  • NCLT Members: Ashok Kumar Bhardwaj (Member-J), Atul Chaturvedi (Member-T)

Purpose and Rationale

The capital reduction is necessitated by accumulated losses suffered by the company over a long period. The stated purposes are:

  • To re-align the relation between capital & assets
  • To accurately and fairly reflect the liabilities & assets of the Company in its books of accounts
  • For better presentation of the financial position of the Company
  • To write off accumulated losses against reduction in paid-up share capital

Scheme Mechanics

The reduction involves a two-step process:

1. Reduction of paid-up value of each equity share from ₹10 per share to ₹5 per share (50% reduction)

2. Consolidation of every two equity shares of ₹5 each into one equity share of ₹10 each fully paid-up

Financial Impact

The debit balance of Profit & Loss Account will be written off to the extent of the reduction amount (₹3,26,27,000). Any amount remaining after writing off the accumulated losses will be credited to the Capital Reserve Account.

Shareholder Treatment

  • Reduction is on proportionate basis
  • All pre-scheme shareholders remain as shareholders in the same proportion
  • Fractional entitlements will be aggregated and held by a trust nominated by the Board
  • Fractional shares will be sold in the market within 90 days from date of issue
  • Company must submit report to Designated Stock Exchange within 7 days of compensating shareholders for fractional entitlements

Regulatory Approvals Obtained

  • No objection from Regional Director, Northern Region (affidavit dated 27.06.2025)
  • No objection from SEBI
  • No objection from BSE Limited (letter dated 01.01.2025)
  • Nil secured and unsecured creditors as on 28.02.2025
  • Certificate from IBBI Registered Valuer CA Gaurang Agarwal
  • Certificate from Statutory Auditors on accounting treatment
  • Declaration from Managing Director regarding no arrears in deposit repayment

Company Background

Originally incorporated in 1988-89 as "Kailashpati Paper Mills Limited," the company changed its name multiple times, finally to "Tridev Infraestates Limited" on 25 November 2013. The company is listed and has been running losses for a long time.

Financial Performance

For the year ended 31 March 2024, the company reported a net profit of ₹57,81,656 compared to previous year's net loss of ₹2,05,70,651.

#Tags: #TridevInfraestates #CapitalReduction #SEBIDisclosure #NCLTOrder #CorporateRestructuring #Neutral