Authority: National Company Law Tribunal, Kolkata Bench (Smt. Bidisha Banerjee, Member Judicial and Ms. Rekha Kantilal Shah, Member Technical)

Order Date: 6th July, 2026

Case Overview

The petition was filed under Section 97 of the Companies Act, 2013 by Mr. Indrajit Roy, a shareholder holding 5,000 equity shares of Emars Enterprises Private Limited (CIN: U74900WB2009PTC138667). The petitioner sought orders from the Tribunal to compel the respondent company to call Annual General Meetings for the financial years 2019-20 to 2024-25 within 45 days.

The respondent company, incorporated on 1st October 2009 under the Companies Act, 1956, had not held any Annual General Meeting since 30th September 2019 (for FY ended 31st March 2019). The company attributed this failure to substantial erosion of net worth, complete breakdown of administrative and managerial framework, internal control mechanisms, and financial stability of its group. This turmoil resulted in attrition of key managerial personnel and employees, leaving the company without effective management and compliance infrastructure.

Final Outcome

The NCLT directed Emars Enterprises Private Limited to:

  • Hold a General Meeting within 45 days from the date of the order (by 20th August 2026)
  • Finalize and approve annual returns and financial statements for FY 2019-20, 2020-21, 2021-22, 2022-23, 2023-24 and 2024-25
  • Give 21 days' clear notice to all members, legal representatives, auditors, and directors as per Section 101 of Companies Act, 2013
  • Pay a fine of ₹1,50,000 (Rupees One Lakh Fifty Thousand) to the Registrar of Companies, Kolkata I
  • Be subject to additional fines extending to ₹5,000 per day under Section 99 of the Companies Act, 2013 for any further non-compliance
  • Follow all necessary health protocols and government advisories during the meeting

The meeting shall be considered as the Annual General Meeting for statutory purposes under the Companies Act, 2013. The company was granted liberty to approach the Tribunal in case of any difficulty in implementing these directions.

  • Topics: Corporate Governance, Regulatory Compliance