2019 (7) TMI 1667 - Tri - Companies Law

Tribunal Grants Compounding for AGM Delay Offences under Companies Act

The Tribunal allowed the applications for compounding the offences related to delay in holding annual general meetings for the years 2012 to 2015 under ... Compounding of Offence - section 166 read with section 621A of the Companies Act, 1956 - applicants were not given an opportunity of hearing by the Registrar of Companies before rejection of GNL-1 - principles of natural justice - HELD THAT:- It is seen from the order at paragraph (i) in page No. 40, it was directed that the present applicant-company and its directors to file compounding applications before the Registrar of Companies, Hyderabad for various non-compliances/delayed compliances with regard to various provisions of the Companies Act. Subsequently, the applicants herein have filed the present compounding applications. The PCS representing the applicants pleaded for taking lenient view on the ground that this is the first offence committed by the company. The Registrar of Companies report also confirms the same being the first offence. Therefore, the company applications are allowed, accordingly this Bench is inclined to impose the fine for compounding the alleged violation. The company is directed to remit the penalty from its accounts. The officers-in-default shall pay the penalty from their own resources. The applicants shall comply with the order within three weeks from the date on which the order is uploaded on the website of the National Company Law Tribunal. The company is directed to file a copy of this order along with the required form with the Registrar of Companies, Hyderabad, within the time prescribed. Application disposed off. Issues Involved:1. Compounding of offence under section 166 read with section 621A of the Companies Act, 1956 (presently section 96 read with section 441 of the Companies Act, 2013).2. Delay in holding annual general meetings for the years 2012, 2013, 2014, and 2015.3. Imposition of penalties for default in compliance with the Companies Act provisions.Detailed Analysis:1. Compounding of Offence:The applications were filed for compounding the offence committed under section 166 read with section 621A of the Companies Act, 1956 (now section 96 read with section 441 of the Companies Act, 2013) for the years 2012 to 2015. The provisions came into force on April 1, 2014. The Registrar of Companies forwarded these applications to the Tribunal.2. Delay in Holding Annual General Meetings:The company, incorporated on March 15, 2007, defaulted in holding its annual general meetings for the years 2012, 2013, 2014, and 2015 within the due dates stipulated under section 96(1) of the Companies Act. The delay was due to a change in management following the liquidation of the holding company, Quinn Logistics Sweden AB, and subsequent difficulties in filing necessary forms and obtaining bank statements.3. Imposition of Penalties:The Registrar of Companies, in his report, detailed the penalties under section 168 of the Companies Act, 1956, and section 99 of the Companies Act, 2013, for the default in holding annual general meetings. The calculated fines were as follows:- For the year 2012 (C.A. No. 118/441/HDB/2019):- From October 1, 2012, to March 31, 2014: Rs. 50,000 + Rs. 2,500/day for 548 days = Rs. 14,20,000 each.- From April 1, 2014, to July 9, 2017: Rs. 1,00,000 + Rs. 5,000/day for 1,196 days = Rs. 60,80,000 each.- For the year 2013 (C.A. No. 114/441/HDB/2019):- From October 1, 2012, to March 31, 2014: Rs. 50,000 + Rs. 2,500/day for 182 days = Rs. 5,05,000 each.- From April 1, 2014, to July 9, 2017: Rs. 1,00,000 + Rs. 5,000/day for 1,196 days = Rs. 60,80,000 each.- For the year 2014 (C.A. No. 120/441/HDB/2019):- From October 1, 2014, to July 9, 2017: Rs. 1,00,000 + Rs. 5,000/day for 1,013 days = Rs. 61,65,000 each.- For the year 2015 (C.A. No. 116/441/HDB/2019):- From October 1, 2015, to July 9, 2017: Rs. 1,00,000 + Rs. 5,000/day for 648 days = Rs. 33,40,000 each.The Tribunal, considering this as the first offence, imposed the following fines for compounding the violations:- For the year 2012:- Rs. 1,87,000 each for the period up to March 31, 2014.- Rs. 6,98,000 each for the period from April 1, 2014, to July 9, 2017.- For the year 2013:- Rs. 95,500 each for the period up to March 31, 2014.- Rs. 6,98,000 each for the period from April 1, 2014, to July 9, 2017.- For the year 2014:- Rs. 6,06,500 each for the period from October 1, 2014, to July 9, 2017.- For the year 2015:- Rs. 4,24,000 each for the period from October 1, 2015, to July 9, 2017.The company was directed to remit the penalty from its accounts, and the officers-in-default were to pay the penalty from their own resources. Compliance was required within three weeks from the date of the order's upload on the Tribunal's website. The company was also directed to file a copy of the order with the Registrar of Companies, Hyderabad, within the prescribed time.Conclusion:The applications for compounding the offences were allowed with specified fines, considering the circumstances and the fact that it was the first offence. The Tribunal emphasized the importance of timely compliance with statutory requirements and imposed penalties accordingly.