Key Quantitative Figures

The matter concerns 30,00,000 Redeemable Cumulative Convertible Preference Shares (RCCP Shares) of the Company, with a face value of ₹100 each, aggregating to ₹30 crore.

Dates of Action

  • 27th May 2016: Company Law Board (CLB) order directing share transfer passed.
  • 12th July 2017: Gauhati High Court upheld CLB order.
  • 2nd February 2018: Supreme Court dismissed appeal against High Court order.
  • 16th September 2026: NCLT Guwahati pronounces its order in the execution petition.
  • 17th September 2026: Company receives the NCLT order.
  • 18th September 2026: Company makes this disclosure to the exchange.

The NCLT has directed the Company to take necessary steps to implement the CLB order within a period of four weeks from the date of its order (i.e., by 14th October 2026).

Parties Involved

Petitioner/Applicant: M/s. 3A Capital Services Limited (through Mr. Rajan Manubhai Shah, Managing Director).

Respondents:

1. M/s. Prag Bosimi Synthetics Ltd (Respondent No. 1)

2. Devang Hemant Vyas, Director (Respondent No. 2)

3. Girindra Mohan Das, Director (Respondent No. 3)

4. Rohit Parmananddas Doshi, Director (Respondent No. 4)

5. Hemanga Kishore Sharma, Director (Respondent No. 5)

6. Deepali Rajneesh Pathak, Director (Respondent No. 6)

7. Mukund Pradyumanrai Trivedi, Director (Respondent No. 7)

Legal Counsel: Advocates appeared for both parties via video conferencing.

NCLT Bench: Hon'ble Shri Rammurti Kushawaha (Member-Judicial) and Hon'ble Shri Yogendra Kumar Singh (Member-Technical).

Purpose / Rationale

The disclosure is made to inform the exchange and stakeholders of the latest development in the long-running execution proceedings filed by 3A Capital Services to enforce the CLB order dated 27.05.2016, which declared them the rightful owner of the 30 lakh RCCP shares.

Financial / Operational Impact

The NCLT has directed the Company to implement the CLB order but has not quantified a specific financial impact. The order states that the manner of implementation must be in accordance with law, and no final opinion was expressed on any particular mode (e.g., share reissuance vs. monetary compensation). The Company states it is obtaining legal advice on the order and its further course of action.

Capital Structure Impact

The core of the dispute involves the potential reinstatement or accounting for 30 lakh preference shares (₹30 crore). The NCLT order does not mandate a specific capital structure change but directs compliance with the original CLB order, which was to transfer the shares.

Forward-Looking Commentary

The Company states: "The Company is in the process of obtaining appropriate legal opinion and advice from its legal counsel in relation to the aforesaid order and the further course of action available to the Company in accordance with law. The Company shall make further disclosures, as may be required under the applicable provisions of the SEBI Listing Regulations, upon material developments in the matter."

Key Findings from NCLT Order

The NCLT order made several key determinations:

  • The CLB order dated 27.05.2016 has attained finality and is not open to reconsideration.
  • The Tribunal has jurisdiction to entertain execution proceedings for orders passed by the erstwhile CLB.
  • The execution petition is not barred by limitation.
  • The subsequent cancellation of the shares (per a 2012 High Court order) does not automatically extinguish the petitioner's adjudicated right, as this was considered and rejected by the appellate courts.
  • The execution must be confined to enforcing the original CLB direction (share transfer) and cannot grant new monetary relief (e.g., an automatic award of ₹30 crore) unless legally available under the original order.
  • The Company is directed to take steps to implement the CLB order within four weeks, but the mechanism for implementation is to be in accordance with law.