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

Order Date: 22 June 2026

Case Overview

The petition was filed by Mr. Ram Khedia, son of Shri P D Khedia, a 50% shareholder holding 5,000 equity shares of Rockland Commotrade Private Limited. The respondent company was incorporated on 4 May 2010 under the Companies Act 1956 and had two equity shareholders as of 31 March 2017.

The company had failed to hold Annual General Meetings (AGMs) for seven consecutive financial years from 1 April 2017 to 31 March 2024. The last AGM was held on 30 September 2017 for FY17. Due to non-filing of financial statements for FY14-FY21 and annual returns for the same period, the Registrar of Companies, West Bengal had struck off the company from the register on 30 June 2017.

The petitioner had previously filed CP No.150/KB/2022 under Section 252(3) of the Companies Act, 2013, which resulted in the tribunal restoring the company's status from 'Struck off' to 'Active' via order dated 9 January 2023. The current petition was filed under Section 97(1) of the Companies Act, 2013 read with Rule 74 of the NCLT Rules, 2016 to compel the company to hold the overdue AGMs.

The respondent company did not raise any objections to the petitioner's prayer. The tribunal found that the failure to hold AGMs was not deliberate but due to the stated compliance issues.

Final Outcome

The NCLT directed Rockland Commotrade Private Limited to:

  • Hold a General Meeting within 45 days from the order date (22 June 2026)
  • Finalize and approve Annual Financial Statements for FY17 through FY24
  • Pay a fine of ₹2,00,000 to the Registrar of Companies, West Bengal
  • Issue notice to all members in accordance with Section 101 of the Companies Act, 2013

The meeting shall be deemed as the Annual General Meeting for compliance purposes. The company was granted liberty to approach the tribunal again if any difficulties arise in holding the meeting as directed.

The registry was directed to send copies of the order to all parties and the Registrar of Companies, West Bengal, Kolkata.

Topics: Corporate Compliance, AGM Default, NCLT Order