NCLT Mumbai Clears Capital Reduction of Company Behind Tax Sutra

The National Company Law Tribunal (NCLT) at Mumbai has approved the reduction of share capital of Realtime Taxsutra Services Pvt Ltd from Rs 1.61 lakh to Rs 1.46 lakh, clearing the proposal of the company that operates an online platform providing real-time updates on tax disputes, judicial rulings and regulatory developments.

The approval was granted by a bench comprising Judicial Member Sushil Mahadeorao Kochey and Technical Member Prabhat Kumar in an order pronounced on December 15, 2025. The Tribunal held that the reduction complied with the requirements of the Companies Act and did not harm the interests of shareholders, creditors or the public.

Allowing the petition filed under Section 66 of the Companies Act, the tribunal said that the proposal was “fair and reasonable” and was not violative of any provision of law or contrary to public policy.

Realtime Taxsutra Services Pvt Ltd was incorporated in November 2010 and runs a digital information platform branded as “Taxsutra”. As recorded by the Tribunal, the platform is used by tax professionals across India to track ongoing tax disputes and access judicial rulings, government circulars, policy changes and expert commentary relating to income tax, goods and services tax (GST), transfer pricing and allied laws.

Under the approved scheme, the company will cancel 1,534 fully paid-up equity shares held by fourteen identified shareholders. These shares together represent 9.49% of the company's paid-up share capital. Following the cancellation, the company's issued, subscribed and paid-up equity share capital will stand reduced from Rs 1.61 lakh to Rs 1.46 lakh.

The tribunal noted that the fair value of each equity share was determined at Rs 31,728.70 by an independent valuer registered with the Insolvency and Bankruptcy Board of India. The company proposed to pay Rs 32,000 per share, including a premium, to the exiting shareholders. The payout will be made entirely from the company's internal accruals, after deduction of applicable taxes.

The proposal was approved by the company's board of directors in July 2025 and was unanimously cleared by shareholders through a special resolution passed at an extraordinary general meeting held in August 2025. The directors also certified that the company had no secured creditors and only two unsecured creditors, whose rights were not affected by the reduction.

The Regional Director of the Ministry of Corporate Affairs had raised certain observations relating to creditor protection, valuation and tax treatment. The Tribunal recorded that these concerns were addressed by the company through a detailed reply, in which it undertook to honour all liabilities and comply with applicable tax and accounting laws.

While granting approval, the tribunal clarified that the order would not prevent the Income Tax Department from examining any tax implications arising from the reduction of share capital and from taking action in accordance with law.

The tribunal directed Realtime Taxsutra Services Pvt Ltd to file a certified copy of the order and the approved minutes with the Registrar of Companies within 30 days. It also ordered publication of notices of the approval in Free Press Journal and Navshakti.