Authority: National Company Law Tribunal (NCLT), Bench comprising Smt. Bidisha Banerjee (Member Judicial) and Ms. Rekha Kantilal Shah (Member Technical)

Order Date: 06th July, 2026

Case Overview

The petition was filed by Pragati 47 Development Limited (holding company) against its subsidiary Pragati Social Infrastructure & Development Limited under Section 97 of the Companies Act, 2013. The petitioner sought directions to convene Annual General Meetings (AGMs) for 16 consecutive financial years from FY 2009-10 to FY 2024-25 that could not be held due to a prolonged legal injunction.

The respondent company, incorporated on 6th April 2005 (CIN: U45203WB2005PLC102656), is a joint venture initiative of Housing and Urban Development Corporation Limited (HUDCO) and is engaged in infrastructure solutions. The petitioner holds 73.99% (3,69,995 equity shares) of the respondent's paid-up capital.

The non-compliance stemmed from an injunction order dated 15th December 2010 passed by the Civil Judge (Junior Division), Alipore Court in Title Suit No. 3469/2010 (Ranjit Kumar Banerjee vs. Pragati 47 Development Ltd. & Others), which restrained the company from holding any general meetings. This injunction was extended multiple times and remained in force until the suit was dismissed for default on 10th March 2025, automatically vacating the injunction.

Due to this injunction and internal disputes among stakeholders, the company could not convene AGMs, approve financial statements, or make statutory filings from FY 2010-11 onward. The non-compliance was described as unintentional and due to circumstances beyond the company's control.

Following the vacation of the injunction, the sole continuing director Mrs. Sumana Ghosh (DIN: 01991828) reconstituted the board by appointing Mr. Subrata Das and Mr. Tarun Kumar Chakraborty as additional directors on 15th September 2025. The new board reconstructed the company's books, accounts, and financial statements for all pending years and appointed new auditors (due to the demise of the previous auditor for FY 2010-11 to 2018-19). All financial statements and annual returns have been prepared and approved by the board, awaiting shareholder approval in AGMs.

The company holds valuable assets including land, buildings, and investments in infrastructure companies, with indirect ownership in airports at Andul and Durgapur, West Bengal. The compliance backlog has affected the company's ability to administer its investments and guide its subsidiary.

Final Outcome

The NCLT allowed the petition and directed:

  • The respondent company to hold a General Meeting within 45 days from the order date (by 20th August 2026) to approve Annual Returns and Financial Statements for FY 2009-10 to 2024-25
  • This meeting shall be treated as an AGM under the Companies Act, 2013
  • A fine of ₹4,00,000 (Four lakh rupees) payable to the Registrar of Companies, West Bengal
  • An additional fine of ₹5,000 (Five thousand rupees) per day for continuing default under Section 99 of the Companies Act, 2013
  • The company must give 21 days' clear notice to all members, auditors, and directors as per Section 101 of the Act
  • Necessary health protocols and government advisories must be followed

The registry was directed to send copies to all parties and the Registrar of Companies, West Bengal, Kolkata. The case CP/155(KB)2026 stands disposed of.

Topics: AGM Regularization, Corporate Compliance, Legal Injunction