Tribunal Can Ensure AGM Is Held, Cannot Step Into Post-AGM Issues: NCLT Kochi

The National Company Law Tribunal (NCLT) at Kochi has rejected a plea by Malabar Produce and Rubber Co Ltd, ruling that the tribunal can step in only when an Annual General Meeting is not held, and not to sort out problems that arise after a meeting has already taken place.

A bench of Judicial Member Vinay Goel explained that this limited power flows from Section 97 of the Companies Act, 2013. The provision allows the tribunal to direct that an AGM be convened when a company fails to hold one. It does not permit the tribunal to review, supervise, or complete business that remains pending after a meeting has been duly held.

“This Tribunal's scope under Section 97 is limited to ensuring compliance with procedural requirements for holding an AGM. It doesn't extend to reviewing or intervening in the business transacted or to be transacted at the meeting, unless there is a dispute related to the conduct of the meeting or a violation of the Companies Act, 2013. In essence, the NCLT's role is to facilitate the AGM process, not to interfere with the company's business decisions," the tribunal held

The issue goes back to the company not holding AGMs for several years. A shareholder had earlier approached the tribunal, which in April 2025 directed the company to hold AGMs for the financial years 2020-21, 2021-22, and 2022-23 and complete pending statutory filings. While passing that order, the tribunal granted liberty to approach it again in case of any difficulty in holding the meetings.

The company held all three AGMs in June 2025. A statutory auditor was appointed. However, the adoption of financial statements was adjourned as the audit could not be completed. At the AGM for 2022-23, two directors were appointed and Form DIR-12 (directors appointment filing) was submitted.

The company said the MCA portal still reflected no authorised signatory, which made it impossible to file Form ADT-1 (auditor appointment filing) and complete the audit.

Relying on the liberty granted earlier, the company returned to the tribunal seeking directions to the Registrar of Companies to update records and facilitate statutory filings.

The tribunal declined to entertain the request. It said the liberty granted earlier was confined strictly to difficulties in holding the AGM itself. It did not extend to issues arising after a meeting had already been convened and conducted.

“Difficulties arising in the adoption of financial statements in a duly conducted Annual General Meeting are at entirely different and distinct pedestal,” the bench said.

The tribunal thus refused to invoke its inherent powers to grant relief. It made clear that inconvenience could not be used to expand the law's reach. “Hardship cannot be a ground to enlarge the scope of relief under Section 97 of the Companies Act, 2013,” it said.

Holding that the petition was an attempt to bypass mandatory statutory requirements, the tribunal dismissed it with costs of Rs.10,000

For Petitioner: Advocate Ananthakrishnan A. Kartha

For Respondents: Advocate Ajai Babu, Representative of ROC