NCLT approves capital reduction; 1,40,58,633 shares to be cancelled and extinguished

NCLT, Kolkata Bench has approved Beeyu Overseas' reduction of share capital under Section 66.

Sat 3 Oct 2026

Paid-up capital (revised)

from INR 14,14,14,530 (1,41,41,453 shares) to INR 8,28,200 (82,820 shares)

Shares cancelled

1,40,58,633 equity shares of INR 10 each cancelled and extinguished, without payment of any consideration

Accumulated losses set off

Rs.23,14,53,545 as at 31 March 2024

Approval

NCLT, Kolkata Bench approved reduction of share capital under Section 66

Implementation

Reduction to be implemented on completion of applicable statutory and corporate action formalities

What has been approved

The Hon'ble National Company Law Tribunal, Kolkata Bench, vide its Order dated 1 October 2026, has approved the reduction of share capital of Beeyu Overseas Ltd under Section 66 of the Companies Act, 2013. The order records that no objector came before the Tribunal to oppose the petition.

How the capital changes

• The issued, subscribed and paid-up equity share capital is to move from INR 14,14,14,530 comprising 1,41,41,453 equity shares of INR 10 each to INR 8,28,200 comprising 82,820 equity shares of INR 10 each.
• This is done by cancellation and extinguishment of 1,40,58,633 equity shares of INR 10 each.
• The company states the reduction will be implemented upon completion of the applicable statutory and corporate action formalities.

What is being set off

• The reduction adjusts accumulated losses of Rs.23,14,53,545, as reflected in the company's audited Balance Sheet as at 31st March, 2024.
• Rs.6,23,48,318 is set off against the balance lying in the Capital Reserve.
• Rs.2,85,18,897 is set off against the balance lying in the Securities Premium Reserve.
• The remaining Rs.14,05,86,330, stated to represent approximately 99.42% of the total issued, subscribed and paid-up equity share capital, is adjusted by way of cancellation and extinguishment of 1,40,58,633 equity shares of face value Rs.10 each.
• The reduction is stated to be without payment of any consideration to the members.

Why the company says it is doing this

The petition states that the exercise is to present a true and fair view of the company's financial position and to strengthen the balance sheet, and that the proposed reduction, once fully implemented, will result in a leaner balance sheet. It is expected that the improved presentation of the post-reduction financial statements will support the company's ability to attract new business opportunities and potential investments, if necessary.

Background and process

• The Board of Directors, at its meeting held on 8th August 2024, proposed and unanimously passed the resolution to write off the accumulated losses, and the proposal was put to shareholders.
• The equity shareholders approved the proposed reduction of share capital through e-voting at the 31st Annual General Meeting held on 20th September, 2024, by passing a special resolution. The Notice for that AGM was dated 23rd August, 2024.
• As on 1st August, 2025 (the cut-off date), the company had NIL Secured and Unsecured Creditor(s), and it is stated that the company has never accepted any deposits.
• The petition also sought that the company not be required to add the words "and reduced" to its name.

Accounting treatment set out in the order

• Debit to the balance of the Capital Reserve Account to Rs.6,23,48,300, described as the proportionate amount of Capital Reserve of the company as at March 31, 2024.
• Debit to the balance of the Securities Premium account amounting to Rs.2,85,18,900, described as the proportionate amount of securities premium as at March 31, 2024.
• Debit to Equity Share Capital by Rs.14,05,86,400 pursuant to the cancellation of 1,40,58,640 equity shares of Rs.10 each.
• The order states that the reduction of share capital will, for accounting purposes, be given effect on the date when all substantial conditions for the reduction of share capital are completed.

What this means for a shareholder

The number of shares a holder owns is expected to fall sharply once the reduction is implemented, because roughly 99.42% of the existing equity shares are to be cancelled and extinguished. This is described in the order as an adjustment against accumulated losses, with no consideration paid to members, so it is not a cash return to shareholders. The order also sets out the accounting entries by which reserves and share capital are reduced.

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