Authority: National Company Law Tribunal, Division Bench, Court-1, Ahmedabad

Order Date: 11/06/2026

Case Overview

The petition, registered as CP/33(AHM)2026, was filed by Fonera Commercials Private Limited under Section 66 of the Companies Act, 2013 read with the National Company Law Tribunal (Procedure for Reduction of Share Capital of Company) Rules, 2016. The applicant company sought the tribunal's confirmation for a reduction of its paid-up equity share capital. The company's Board of Directors had approved the proposed reduction in a meeting held on 01/06/2026. Subsequently, the shareholders of the company approved the reduction by passing a Special Resolution at an Extraordinary General Meeting held on 03/06/2026. The applicant company filed the petition along with all documents prescribed under the relevant laws and rules.

The tribunal, upon consideration of the petition and the documents on record, admitted the application for further processing.

Final Outcome

The tribunal issued specific directions for the next steps in the process. Notices in Form RSC-2 are to be issued to the Regional Director (North Western Region, Ministry of Corporate Affairs), the Registrar of Companies (Gujarat), and the Jurisdictional Income Tax Authority, along with a copy of the petition and the order. These authorities are called upon to submit any representations within 3 months from the date of receipt of notice.

Additionally, notices in Form RSC-3 are to be issued to all creditors of the applicant company, also giving them 3 months to submit representations or objections. A public notice in Form RSC-4 must be published within 7 days from the date of the order (11/06/2026) in one English daily newspaper and one Gujarati vernacular daily newspaper, both having circulation in the state of Gujarat, again inviting representations or objections within 3 months from the date of publication.

The applicant company is also ordered to place the notice on its website and maintain it there until the proceedings are complete. The company must effect service of notices through all permissible modes and file an Affidavit of Service along with proof of dispatch, delivery, publication, and compliance within 14 days from the completion of service. The company is further directed to file a statement before the next hearing indicating whether any representation or objection has been received. The matter has been listed for further consideration on 17/09/2026.

Topics: Corporate Law, Capital Restructuring