Case transferred to National Company Law Tribunal for delayed Annual General Meeting violation; lenient judgment issued.

The case was transferred from the Company Law Board to the National Company Law Tribunal in Bengaluru. The violation of the Companies Act due to a delayed Annual General Meeting was deemed unintentional, with the delay attributed to a server crash. The applicants voluntarily acknowledged the violation and submitted necessary documents for compounding. The Tribunal directed the Applicants to pay a compounding fee within 15 days, totaling Rs. 1,94,000. The judgment highlighted leniency due to subsequent compliance and voluntary compounding application.

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Issues:
- Transfer of case from Company Law Board to National Company Law Tribunal, Bengaluru
- Violation of section 96 of Companies Act, 2013 and compounding of offence under section 168 of Companies Act, 1956
- Delay in holding Annual General Meeting
- Submission of documents and Board Resolution for compounding
- Compounding fee levied on the Applicants

Transfer of Case:
The judgment details the transfer of the case from the Company Law Board, Southern Region, Chennai to the National Company Law Tribunal, Bengaluru upon the establishment of the Tribunal. The petition, filed under section 621A of the Companies Act, 1956, sought compounding of an offence for violating section 96 of the Companies Act, 2013, punishable under section 168 of the Companies Act, 1956.

Violation of Companies Act:
The petition explained that due to a server crash at the registered office in India, linked to the main server in the US, the company could not hold its Annual General Meeting by the specified date. The meeting was delayed by 57 days but was eventually held on 27/11/2014. The financial statements were approved, and the balance sheet and annual return were filed with the Registrar of Companies, Bengaluru on 14/01/2015. The violation was deemed unintentional and occurred inadvertently during the normal course of business, leading to the suo-moto application for compounding.

Submission of Documents:
The Practicing Company Secretary representing the petitioners argued that the delay was due to unavoidable circumstances, and the violation was acknowledged voluntarily by the applicants. The Board Resolution dated 15/03/2016 supported the application for compounding, along with financial statements and other relevant documents. The Registrar of Companies, Bengaluru confirmed that the violation could be compounded by imposing a compounding fee on the Applicants.

Compounding Fee:
After reviewing the submissions and documents, the Tribunal directed the Applicants to pay a compounding fee within 15 days. A detailed table in the judgment outlined the specific amounts to be paid by each Applicant, totaling to Rs. 1,94,000. The judgment emphasized the leniency shown due to the subsequent holding of the Annual General Meeting and the voluntary nature of the application for compounding.

In conclusion, the judgment from the National Company Law Tribunal, Bengaluru addressed the transfer of the case, the violation of the Companies Act, the reasons for delay in holding the Annual General Meeting, the submission of supporting documents, and the imposition of a compounding fee on the Applicants for the offence.

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