Mumbai, August 27, 2026: The National Company Law Tribunal (NCLT) has sanctioned the selective reduction of the equity share capital of Godrej Redevelopers (Mumbai) Private Limited, allowing the company to cancel and extinguish 26,506 fully paid-up equity shares held by Shubh Properties Cooperatief U.A., without any consideration.
The order was pronounced on August 25, 2026, by a Bench comprising Member (Technical) Prabhat Kumar and Member (Judicial) Sushil Mahadeorao Kochey.
“The Company Petition is allowed. The reduction of the subscribed and paid-up equity share capital of the Petitioner Company from Rs 5,60,140, divided into 56,014 equity shares of Rs 10 each, fully paid-up, to Rs 2,95,080, divided into 29,508 equity shares of Rs 10 each, fully paid-up, by cancellation and extinguishment of 26,506 equity shares of Rs 10 each, fully paid-up, held by Shubh Properties Cooperatief U.A., without any consideration, as contemplated under the Scheme of Reduction of Share Capital, is hereby confirmed under Section 66 of the Companies Act, 2013,” the order reads.
Shareholder Consent
The cancelled shares constituted 47.32 per cent of the company’s shareholding. According to the Registrar of Companies, Mumbai-I, Shubh Properties had consented to the selective reduction without consideration through a letter dated April 1, 2026. The company subsequently placed an apostilled copy of the shareholder’s consent before the Tribunal.
The company told the Tribunal that the proposed reduction would not involve any cash payment to shareholders, nor would it involve any compromise or arrangement with creditors.
It maintained that the rights and interests of creditors would not be affected and undertook to pay creditors and statutory dues in the ordinary course of business.
Regulatory Concerns Addressed
The Regional Director had also raised issues concerning the protection of creditors and stakeholders, tax implications, the selective nature of the capital reduction, significant beneficial ownership disclosures and possible RERA implications. The company submitted responses to these concerns and undertook to comply with applicable statutory and regulatory requirements.
After considering the petition, regulatory reports and the company’s replies, the NCLT held that the company had substantially complied with the requirements of Section 66 of the Companies Act and the applicable NCLT Rules. The Bench found that the proposed reduction would not adversely affect creditors, shareholders, stakeholders or Government revenue.
The Tribunal observed that the proposal appeared to be “fair and reasonable” and was not prejudicial to creditors, shareholders or the public at large. It accordingly allowed Company Petition and confirmed the reduction of capital.
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RERA Compliance
Further, regarding the company's undertaking to comply with the regulations, directions and requirements of MahaRERA and/or any other competent State RERA authority in respect of its real estate projects, the order read: “The Report of the Regional Director is concerned, the Petitioner Company, (Godrej Redevelopers (Mumbai) Private Limited), has submitted that there is no transfer or assignment of majority of rights and liabilities in respect of any real estate project to a third party by the promoter and that the holding company and the ultimate parent company of the Petitioner Company would continue to remain the same. Accordingly, the Petitioner Company has submitted that no approval of the RERA Authority is required under Section 15 of the Real Estate (Regulation and Development) Act, 2016. The Petitioner Company has further undertaken to comply with the regulations, directions and requirements of MahaRERA and/or any other competent State Act of RERA, in respect of its real estate projects, to the extent applicable under law.”
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