Authority: National Company Law Tribunal, Mumbai Bench – III
Order Date: 12.06.2026
Case Overview
This petition was filed by Uranus Softech Park Private Limited, a Pune-based real estate company incorporated on 15.11.2018 (CIN: U45201PN2018PTC180186), seeking confirmation of a special resolution passed at its Extra-Ordinary General Meeting on 21.03.2025 under Section 66(1)(a)(ii) of the Companies Act, 2013. The resolution approved reduction of the company's issued, subscribed, and paid-up equity share capital by cancelling and extinguishing 9,258 equity shares of ₹10 each, representing 50.93% of the total equity share capital. Shareholders would receive ₹1,63,979.69 per share as consideration, aggregating to ₹1,51,81,23,970 (₹151.81 crore).
The rationale for reduction was to return surplus capital in excess of the company's needs and restructure its balance sheet. The fair value of ₹1,63,979.69 per share was determined by IBBI Registered Valuer Mr. Pruthvi Mota (Registration No. IBBI/RV/06/2022/15190) using the earnings capitalization method. The company had one secured creditor, Bajaj Housing Finance Limited, with an outstanding liability of ₹25 crore, which provided written consent to the reduction. There were no unsecured creditors. The company certified no pending inspections, inquiries, or investigations against it.
The Regional Director, Western Region, Ministry of Corporate Affairs filed a report dated 24.07.2025 raising concerns about protection of creditor interests, government revenue, and tax implications. The company responded with undertakings to protect all stakeholder interests and pay statutory dues. The Tribunal specifically queried the classification of security lease deposits from tenants (₹11,03,230.21) as non-current liabilities, which the company clarified were refundable deposits under lease agreements, not debt obligations.
Regarding tax implications, the company acknowledged that amounts paid above the face value (₹10 per share) would be treated as dividend under Section 2(22)(a) of the Income Tax Act, 1961 to the extent of accumulated profits, with any excess consideration treated as capital gains under Section 45. The company and recipient shareholders committed to pay applicable Income Tax/TDS. The Tribunal also verified the company's bank balance of ₹159.46 crore as on 28.02.2026, confirming sufficient funds for the payout.
Final Outcome
The NCLT approved the reduction of share capital, allowing the company to reduce its issued, subscribed, and paid-up equity share capital from ₹1,81,780 (18,178 equity shares of ₹10 each) to ₹89,200 (8,920 equity shares of ₹10 each). The effective date is the pronouncement date of the order (12.06.2026). The company must file the order with the Registrar of Companies within 30 days, publish notice in The Business Standard (English) and Lok Satta (Marathi) newspapers within 30 days of filing, and pass appropriate accounting entries as per applicable standards. The Income Tax Department retains the right to examine tax liabilities of the company and its shareholders. The shareholding pattern remains proportional post-reduction, with no change in ownership percentages.
Topics: Capital Reduction, NCLT Approval, Corporate Restructuring