Authority: National Company Law Tribunal, Kolkata Bench

Order Date: 12 June 2026

Case Overview

The National Company Law Tribunal (NCLT) Kolkata Bench heard Company Petition No. 107/KB/2023 along with three connected Interlocutory Applications (I.A No. 229/KB/2024, I.A No. 228/KB/2024, and I.A No. 20/KB/2024) concerning Esses Agro Biotics Private Limited. The petition was filed by Udayan Sarkar and other members of the Sarkar family against Syeda Shamima Nasrin (R-2) and others, alleging oppression and mismanagement.

The principal allegations included:

  • Illegal transfer of 10,040 shares from late Swapan Sarkar to Syeda Shamima Nasrin on 28 March 2022
  • Illegal appointment of R-2 as an independent director on 24 January 2022
  • Unauthorized removal of the statutory auditor and appointment of S.K Sinha & Co as new auditor
  • Alleged siphoning of funds amounting to Rs 16,52,000 from the company's bank account
  • Violation of the company's Articles of Association and various provisions of the Companies Act, 2013

The petitioners contended that the share transfer was invalid due to absence of proper documentation (Form SH-4), non-payment of stamp duty, violation of AOA which restricted transfers to family members only, and alleged forgery of signatures. They also challenged the director appointment citing lack of proper board meetings and quorum.

R-2 claimed to be the legally wedded wife of late Swapan Sarkar and asserted rightful ownership of the shares through transfer, gift, or transmission. However, the tribunal noted multiple inconsistencies in her claims regarding the mode of share acquisition.

The tribunal identified several legal lacunae including potential violation of the Hindu Marriage Act regarding the marital status of R-2, violation of Article 15 of the company's AOA, non-compliance with Section 46(1) of the Companies Act regarding share certificate issuance, and violation of the Indian Stamp Act, 1899.

Final Outcome

The NCLT declared the transfer of 10,050 shares from Swapan Sarkar to Syeda Shamima Nasrin as illegal and in violation of the company's AOA and statutory provisions. The tribunal appointed Shri Rishab Aggarwal as Administrator for an initial period of 3 months with a monthly remuneration of Rs 2 lakh plus applicable taxes. The Administrator was given comprehensive powers to manage company affairs, investigate allegations of oppression and mismanagement, and submit a detailed report to the tribunal. The board of directors was directed to operate under the Administrator's supervision, and various restrictions were imposed on company operations until disposal of the main petition. All three interlocutory applications were disposed of, and the matter was posted for further hearing on 17 September 2026.

Topics: Share Transfer Dispute, Corporate Governance, NCLT Intervention