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

Order Date: 9th June, 2026

Case Overview

The National Company Law Tribunal (NCLT), Kolkata Bench, comprising Judicial Member Smt. Bidisha Banerjee and Technical Member Shri Siddharth Mishra, heard a company petition (CP/83(KB)2026) filed under Sections 99 and 97(1) of the Companies Act, 2013 read with Rule 74 of the National Company Law Tribunal Rules, 2016.

The petitioner was Sanjay Gupta, a shareholder holding 2,500 shares in Jackpot Infraprojects Private Limited (CIN U45400WB2010PTC142338). The respondent was the company itself, a family-owned entity incorporated on 16th February 2010, with its registered office at AB-9, Salt Lake City, Sector-I, Kolkata-700064.

The principal allegation was that the respondent company had failed to convene its Annual General Meetings (AGMs) for two consecutive financial years: the year ended 31st March 2024 and the year ended 31st March 2025. The company's last AGM was held on 30th September 2023 for the financial year ended 31st March 2023.

The company attributed the delay to internal family disputes among promoters Sanjay Gupta, Sanjeeb Gupta, and Sujit Gupta concerning the ownership, management, and control of the company, as well as a proposed restructuring of the group business. These disputes, compounded by adverse market conditions, financial constraints, and a lack of professional assistance, prevented the finalization of financial statements. A Family Settlement Agreement was executed in March 2026 to resolve these disputes, confirming the company would remain a jointly owned family business.

The tribunal observed that the company had violated Section 96 of the Companies Act, 2013, which mandates that an AGM must be held within six months of the close of the financial year, with no more than fifteen months elapsing between two AGMs.

Final Outcome

The NCLT allowed the petition and issued the following directions under Sections 96 and 97(1) of the Companies Act, 2013:

  • The respondent company is directed to hold a General Meeting within 45 days from the date of the order (9th June 2026) to approve the Annual Return and Financial Statements for FY 2023-24 and 2024-25.
  • This meeting will be considered the AGM for the purposes of the Act, subject to the company paying a fine of ₹50,000 (Rupees Fifty Thousand) to the Registrar of Companies, West Bengal.
  • The company must give a clear 21-day notice to every member, auditor, and director as prescribed under Section 101 of the Act.
  • The company may approach the tribunal again if any difficulty arises in convening the meeting.

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

Topics: Corporate Governance, NCLT Order, AGM Compliance