Authority: National Company Law Tribunal, Division Bench (Court II), Kolkata
Order Date: 22 June 2026
Case Overview
The petition, CP/156(KB)2025, was filed by Mr. Sandeep Mukherjee under Section 97(1) of the Companies Act, 2013 against Unmesh Industries Private Limited and the Registrar of Companies (ROC), Kolkata. The applicant sought orders to direct the company to hold its overdue Annual General Meetings (AGMs) for the financial years ending 31 March 2022, 2023, and 2024. The company, with an authorized share capital of ₹20,00,000 and a paid-up capital of ₹10,00,000, had failed to convene these meetings. The primary reason cited was a critical data crash that significantly delayed the compilation of annual accounts and obstructed the statutory audit process. The data crash made essential accounting data temporarily inaccessible, requiring extensive time for retrieval and reconstruction. The audit was further hampered by a shortage of auditing personnel and delays in obtaining confirmations from third-party vendors and statutory authorities.
Final Outcome
The NCLT disposed of the petition with the following directions:
- Unmesh Industries Private Limited is directed to hold its AGM within 45 days from the date of the order (22 June 2026) to approve the annual returns and financial statements for FY22, FY23, and FY24.
- The company must pay a fine of ₹75,000 to the ROC, West Bengal, and is liable for further daily fines under Section 99 of the Companies Act, 2013 for any additional delay.
- The company must issue a 21-day clear notice to every member, legal representative of deceased members, assignees of insolvent members, auditors, and every director, in accordance with Section 101 of the Act.
- The business to be transacted is the ordinary business of approving and adopting the audited financial statements for the three financial years.
- The petitioner, Mr. Sandeep Mukherjee, present in person, shall constitute the quorum for the meeting.
- The convened meeting shall be deemed the AGM of the company for the purposes of the Companies Act, 2013.
Topics: Corporate Compliance, AGM, NCLT Order