2017 (8) TMI 297 - Tri - Companies Law

NCLT Approves Compounding Application for Company's Violations of Companies Act

The National Company Law Tribunal, Bengaluru, approved the Compounding Application under Section 621A of the Companies Act, 1956, filed by a jeweler ... Compounding fee applicability - compound the offence and the Compounding Application - Held that:- After considering the materials on record and after taking into account the submissions made by the Practicing Company Secretary that lenient view may be taken, we hereby levy compounding fee for violations of provisions of section 166 and sub-section 5 of section 210 of the Companies Act, 1956 for the delay in conducting Annual General Meeting and non- submission of audited annual accounts before the Annual General Meeting on the Applicants. In pursuant to our Order dated 20th June 2017 mentioned herein above, the Applicants have paid the compounding fee by depositing 9 Demand Drafts of different Banks drawn on 01/07/2016 in favour of “Pay and Accounts Officer, Ministry of Corporate Affairs, payable at Chennai”. And as the compounding fee has been remitted by the Applicants, the offence stated in the petition is compounded. Issues:Violation of Sections 166 and 210 of the Companies Act, 1956 - Compounding Application.Analysis:The judgment by the National Company Law Tribunal, Bengaluru, involved a Compounding Application under Section 621A of the Companies Act, 1956 for violations of Sections 166 and 210. The case was initially filed before the Company Law Board, Southern Region, Chennai, and later transferred to the Tribunal upon the Board's abolition. The Applicant Company, a jeweler business, failed to conduct its Annual General Meeting for the financial year 2012-13 and did not present financial statements to the Board of Directors as required by law. The delay in holding the meeting and submitting accounts was attributed to internal disputes among directors regarding the company's demerger. Despite the delay, the company eventually conducted the meeting and rectified the violations. The Compounding Application was filed by the company and its directors, seeking leniency due to the circumstances leading to the defaults.The Tribunal examined the provisions of Sections 166 and 210 of the Companies Act, 1956, outlining the requirements for holding annual general meetings and submitting financial statements. The penalties for non-compliance were specified under the Act, including fines and potential imprisonment for directors failing to fulfill their obligations. The Tribunal considered the submissions made by the Practicing Company Secretary for the Applicants, highlighting the company's efforts to rectify the violations post-default. The Registrar of Companies, Karnataka, acknowledged the default and recommended compounding the offense based on merit.After reviewing the Board Resolution, Memorandum, and Articles of Association of the Company, the Tribunal levied compounding fees for the violations. The fees were detailed in a table, specifying the amounts for each Applicant, including the Company, Chairman, Managing Director, and other Directors. The Applicants paid the compounding fee through multiple Demand Drafts drawn in favor of the Ministry of Corporate Affairs. Upon receiving the fee, the Tribunal compounded the offense and directed the Registrar of Companies, Karnataka, Bangalore, to take appropriate action. The judgment concluded with the issuance of the Order and the necessary instructions for compliance with the compounding process.