The National Company Law Tribunal (NCLT) Guwahati Bench has directed Prag Bosimi Synthetics Ltd to take necessary steps within four weeks to implement a 2016 order mandating the transfer of preference shares worth ₹30 crore.

The tribunal’s order, dated September 16, 2026, resolves a long-standing execution petition filed by 3A Capital Services Limited. The dispute centers on 30,00,000 Redeemable Cumulative Convertible Preference Shares (RCCP Shares) with a face value of ₹100 each. An erstwhile Company Law Board (CLB) order from May 27, 2016, had declared 3A Capital Services as the rightful owner and directed Prag Bosimi to transfer the shares within four weeks.

Key Rulings on Jurisdiction and Limitation

The NCLT rejected Prag Bosimi’s primary defense that the tribunal lacked jurisdiction to execute an order passed by the defunct CLB. The bench held that under Section 424(3) of the Companies Act, 2013, the NCLT is the statutory successor to the CLB and possesses inherent jurisdiction to enforce final adjudications. The tribunal emphasized that the abolition of the CLB cannot render adjudicated rights unenforceable.

Regarding limitation, the tribunal accepted that the execution petition was filed within the twelve-year period prescribed under Article 136 of the Limitation Act, 1963. The court noted that continuous appellate and contempt proceedings kept the matter alive, preventing any bar based on the passage of time since the original 2016 order.

Share Cancellation Does Not Extinguish Rights

Prag Bosimi argued that the subject shares were cancelled following a Gauhati High Court order dated December 18, 2012, making the CLB’s transfer direction impossible to execute. The NCLT rejected this contention, observing that the High Court had specifically considered the cancellation issue when it upheld the CLB order in July 2017. The Supreme Court subsequently dismissed Prag Bosimi’s special leave petition in February 2018, attaining finality to the petitioner’s entitlement.

The tribunal ruled that an executing forum cannot reopen merits already concluded. It stated that the subsequent cancellation of shares does not automatically extinguish the substantive right adjudicated in favor of 3A Capital Services. However, the NCLT clarified that it would not grant a monetary equivalent of ₹30 crore automatically, as doing so would enlarge the decree beyond its original terms.

Implementation Mechanism Undecided

While directing compliance, the NCLT stopped short of prescribing a specific mechanism for implementation. The order states that the manner of giving effect to the direction must be in accordance with law. The tribunal noted arguments regarding the existence of a Capital Redemption Reserve (CRR) in Prag Bosimi’s books but declined to express a final opinion on whether the CRR or another statutory mechanism should be used to satisfy the claim.

Prag Bosimi is now required to determine the legally permissible method to honor the 2016 order within the stipulated four-week period. The company stated it is obtaining legal opinions on the next course of action.

What the Numbers Show

The core financial exposure remains fixed at ₹30 crore, representing the face value of the 30 lakh RCCP shares. This figure has remained static for over a decade, despite multiple judicial interventions. The divergence lies in the form of settlement: the original order mandated share transfer, while the current legal reality involves cancelled shares. The tribunal’s refusal to award a direct monetary payout suggests the resolution will likely involve complex corporate restructuring or capital reserve utilization rather than a simple cash outflow, preserving the distinction between equity entitlement and debt liability.

Prag Bosimi Synthetics Limited has scheduled its 34th Annual General Meeting (AGM) for September 25, 2026. The meeting will be held at 3:00 pm through Video Conferencing or Other Audio Visual Means.

The company notified the Bombay Stock Exchange on September 10, 2026, regarding the dispatch of letters to members who have not registered their email addresses. This communication provides the web-link to access the Integrated Annual Report for FY26.

Accessing the Annual Report

Pursuant to Regulation 36(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company directed shareholders without registered emails to its website. The exact path to the report is listed below:

Shareholder Compliance Reminders

The letter serves as a reminder for physical shareholders to update their KYC details. This requirement stems from SEBI Master Circular No. SEBI/HO/MIRSD/POD-1/P/CIR/2024/37 dated May 7, 2024. Shareholders must record their PAN, address with PIN code, mobile number, bank account details, specimen signature, and choice of nomination.

Payments for folios lacking these updated details will be made only through electronic mode effective April 1, 2024. The company encourages shareholders to dematerialise physical securities and register email IDs to avail online services.

Formats for nomination and KYC updates are available on the Registrar and Transfer Agent’s website. Shareholders can raise queries via the helpdesk link or by calling +91 810 811 6767.