Case Details

Case Name: In the matter of M/S TSI Business Parks (Hyderabad) Private Limited

Court/Authority: National Company Law Tribunal, Hyderabad Bench – II

Case Number: CP No.06/66/HDB/2026

Date of Order: 21.05.2026

Presiding Members: Shri. Rajeev Bhardwaj, Hon'ble Member (Judicial) and Shri. Sanjay Puri, Hon'ble Member (Technical)

Parties Involved

Petitioner: M/S TSI Business Parks (Hyderabad) Private Limited (CIN: U45201TG2006PTC072536)

Sole Shareholder: Katter Kich Holdings Pte Ltd (holding 100% equity shares)

Counsel: Mr Inbaraju for Petitioner; Ms Kusum Yadav, Deputy Director from Regional Director's Office

Authorized Signatories: Mr Kethineni Mahesh Babu (Vice President Finance & Accounts), Mr Rajesh Prakash Satale (Finance Controller), Mr Sanjay Bhardwaj (Property Head)

Issues / Allegations / Violations

The Petition was filed under Section 66 of the Companies Act, 2013 seeking approval for reduction of share capital. The company completed its WaveRock IT Park project and asserted that current capital exceeds operational requirements. The petition sought to reduce paid-up capital from Rs 544,50,10,000 to Rs 203,40,95,070 by cancelling/extinguishing 34,10,91,493 equity shares of Rs 10 each.

Findings & Observations

The Tribunal noted that reduction of share capital is a "domestic concern of the Company" and will be confirmed if approved by majority shareholders, except in cases of unfair/inequitable transactions or creditor objections. The Tribunal reviewed the Regional Director's report and the Petitioner's reply affidavit dated 12.05.2026 addressing all observations. The reduction was found to be fair, reasonable, not contrary to public policy, and compliant with all legal provisions. No objections were received from any creditors.

Penalties / Settlements / Directions

The Tribunal approved the capital reduction with the following directions:

  • Certified copy of the order including approved minutes must be delivered to Registrar of Companies within 30 days
  • Paper publication confirming the reduction must be issued in the same newspaper where petition notices were published, within 30 days
  • All regulatory authorities to act on certified copy of order duly certified by NCLT Registrar
  • This order does not grant exemption from payment of stamp duty, taxes, withholding taxes, or other charges
  • All compliances under FEMA, Income Tax and other applicable laws must be undertaken

Corrective Actions & Future Obligations

The company provided undertakings to:

  • Settle disputed income tax dues pertaining to assessment years 2017-18, 2018-19 and 2021-22 when crystallized by competent authorities
  • Comply with all FEMA rules and regulations for payment to foreign shareholder
  • Deduct applicable taxes, including withholding tax, before making payment to foreign shareholder
  • Follow accounting treatment in compliance with Indian Accounting Standards under Section 133 of Companies Act

Final Ruling & Enforcement

The Petition was allowed and disposed of. The approved minute for registration under section 66(5) states:

"The Paid-up Share capital (equity capital) of the TSI Business Parks (HYDERABAD) Private Limited is henceforth INR 203,40,95,070/- divided into 20,34,09,507 equity shares of INR 10/ each, reduced from INR 544,50,10,000/- divided into 54,45,01,000 equity shares of INR 10/ each. At the date of the registration of this minute, 203,409,507 shares having face value of INR 10/ have been issued and are deemed to be fully paid up (and the remaining 341,091,493 shares are reduced)."

Financial Details of the Reduction

Capital Reduction Details:

  • Paid-up capital pre-reduction: Rs 544,50,10,000 (54,45,01,000 shares of Rs 10 each)
  • Paid-up capital post-reduction: Rs 203,40,95,070 (20,34,09,507 shares of Rs 10 each)
  • Reduction amount: Rs 341,09,14,930
  • Shares cancelled: 34,10,91,493 equity shares
  • Payment per share: Rs 12.46 (Rs 2.46 over face value)
  • Extra payment above capital reduced: Rs 83,90,85,073
  • Total payout: Rs 425,00,00,003

Funding Arrangement:

  • Rs 1,200 crore loan from Bajaj Housing Finance Limited
  • Lease Rental Discounting facility
  • Interest rate: 8.10% per annum with quarterly resets

Financial Position (as on 31.10.2025 in Rs Crores):

  • Equity share capital: 544.50
  • Retained earnings: (336.45)
  • Equity component of CCDs: 271.00
  • Non-current liabilities: 1,212.04
  • Current liabilities: 104.44
  • Non-current assets: 1,733.70
  • Current assets: 61.83

Creditor Position (as on 13.01.2026):

  • One secured creditor: Rs 690 crores
  • Three unsecured creditors: Rs 1,64,64,283