Authority: National Company Law Tribunal (NCLT), Division Bench (Court II), Kolkata

Order Date: 22 June 2026

Case Overview

The petition was filed by Mr. Rajesh Soni, a shareholder holding 1,510 equity shares (8.5% of the total paid-up capital) of Dimple Exim Private Limited (CIN: U51109WB1995PTC075590). The respondent company was incorporated on 27 November 1995 and is engaged in the business of importing and exporting a wide range of goods including textiles, garments, jewellery, and food products.

The principal allegation was that the company had defaulted in holding its Annual General Meeting (AGM) for the financial year 2024-25, as required under Section 96 of the Companies Act, 2013. Consequently, the company had also not filed its balance sheet and annual return for that period with the Registrar of Companies (ROC).

The company attributed this default to a severe cash crunch caused by a bad export deal in July 2025. This financial distress led to the departure of many employees, including the entire accounts department, making it impossible to finalize the accounts for audit and subsequently hold the AGM.

The petitioner, exercising his rights under Section 97(1) of the Companies Act, 2013, approached the NCLT to direct the calling of the AGM. The respondent company did not raise any objections to the petition.

The tribunal observed that the failure to hold the AGM was not deliberate but was a consequence of the stated operational and financial difficulties.

Final Outcome

The NCLT allowed the petition and issued the following directions under Section 97 of the Companies Act, 2013:

1. The respondent company, Dimple Exim Private Limited, is directed to hold a General Meeting within 45 days from the date of the order (22 June 2026). This meeting will serve as the AGM for FY 2024-25 to approve the annual return and financial statements.

2. This direction is subject to the company paying a fine of ₹50,000 (Rupees Fifty Thousand) to the Registrar of Companies, West Bengal.

3. The company must provide a clear 21-day notice to all members, auditors, and directors, in accordance with Section 101 of the Act, detailing the place, date, and agenda of the meeting.

4. The company must adhere to all necessary health protocols and government advisories during the meeting.

5. The company was granted liberty to approach the tribunal again if it faces any difficulties in complying with these directions.

The petition (C.P.No.40/KB/2026) was disposed of accordingly.

Topics: Corporate Governance, NCLT Proceedings