Case Overview

The petition, C.P. No. 75/KB/2026, was filed by Mr. Sanjay Gupta, a shareholder holding 3.43% (2,500 shares) of Fairlink Enclave Consultants Private Limited. The petitioner sought an order from the NCLT to direct the respondent company to call its Annual General Meetings (AGMs) for the financial years ended 31 March 2024 and 31 March 2025, which were overdue.

The respondent company, a family-owned entity incorporated in 2010, had last held its AGM on 15 September 2023 for FY23. The failure to hold the subsequent AGMs was attributed to the non-finalization of financial statements. This delay was caused by a dispute among family members (Mr. Sanjay Gupta, Mr. Sanjeeb Gupta, and Mr. Sujit Gupta) over the ownership, management, and control of the company. Additional contributing factors included adverse market conditions, financial constraints, and a lack of adequate professional support.

A Family Settlement Agreement was executed in March 2026 to resolve the disputes. Pursuant to this agreement, the other shareholders agreed to transfer their shareholding to the petitioner, Mr. Sanjay Gupta, who subsequently took over management and control. The petitioner undertook to complete all pending statutory filings. The company also expressed its intention to avail itself of the Ministry of Corporate Affairs' Companies Compliance Facilitation Scheme, 2026, to regularize its filings.

The Tribunal noted that the failure to hold the AGMs was not deliberate and that there were no objections from any quarter to granting an extension for holding the meetings.

Final Outcome

The NCLT disposed of the petition by issuing the following directions under Section 97 of the Companies Act, 2013:

  • The respondent company is directed to hold a General Meeting within 45 days from the date of the order (i.e., by 24 July 2026). This meeting will serve as the AGM for FY24 and FY25 to approve the annual returns and financial statements.
  • A fine of ₹20,000 (Rupees Twenty Thousand) must be paid to the Registrar of Companies, West Bengal.
  • The company must give a clear 21-day advance notice to all members, auditors, and directors as prescribed under Section 101 of the Companies Act, 2013.
  • All necessary health protocols and government advisories must be followed during the meeting.
  • The company is granted liberty to approach the Tribunal again if any difficulties arise in holding the AGM as directed.

Topics: Corporate Compliance, NCLT Order, AGM