NCLT Approves Godrej Redevelopers Capital Reduction of 26,506 Shares
The National Company Law Tribunal (NCLT) in Mumbai has sanctioned the selective reduction of equity share capital of Godrej Redevelopers (Mumbai) Private Limited, permitting 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 an NCLT Bench comprising Member (Technical) Prabhat Kumar and Member (Judicial) Sushil Mahadeorao Kochey. Under the approved scheme governed by Section 66 of the Companies Act, 2013, the company's subscribed and paid-up equity share capital has been reduced from Rs 5,60,140 (divided into 56,014 equity shares of Rs 10 each) to Rs 2,95,080 (divided into 29,508 equity shares of Rs 10 each).
The extinguished shares accounted for 47.32 per cent of the company's total equity shareholding. According to filings from the Registrar of Companies, Mumbai-I, shareholder Shubh Properties Cooperatief U.A. gave its consent to the selective reduction without consideration through a letter dated April 1, 2026. An apostilled copy of the consent was subsequently placed on record before the Tribunal.
Godrej Redevelopers (Mumbai) Private Limited submitted to the Tribunal that the capital reduction does not involve any cash payout to shareholders or any compromise or arrangement with creditors. The company affirmed that creditor rights and interests remain unaffected and gave an undertaking to clear all creditor and statutory liabilities in the ordinary course of business.
The Regional Director had raised queries regarding stakeholder and creditor protection, tax implications, the selective structure of the capital reduction, significant beneficial ownership disclosures, and potential RERA implications. The company provided formal responses to these points and committed to remaining fully compliant with all statutory obligations.
Addressing real estate regulatory matters, the company submitted that there is no transfer or assignment of majority rights or liabilities in any real estate project to a third party. Because the holding company and ultimate parent company remain unchanged, the company stated that approval from the RERA Authority is not required under Section 15 of the Real Estate (Regulation and Development) Act, 2016. The company also undertook to comply with all applicable MahaRERA regulations.
The NCLT bench held that the company substantially complied with Section 66 requirements and observed that the reduction was fair, reasonable, and not prejudicial to creditors, shareholders, or government revenue.
