2019 (5) TMI 1077 - HC - Companies Law

Court upholds Company Law Board's decision to compound offences under Companies Act, 1956, without conviction.

The court upheld the Company Law Board's (CLB) decision to compound the offences under Section 621-A of the Companies Act, 1956, without imposing the ... Compounding of Offences - alleged contravention is that the company had not passed the Board Resolution for taking loan of ₹ 43.02 crores from M/s Maytas Properties Limited and ₹ 95,965/- from M/s Veeyes Investments Private Limited. - HELD THAT:- There appears to be no judgment of the Supreme Court or any of the High Courts exactly delineating the parameters that could be followed in considering the compounding of cases under various jurisdictions. However, in the context of the offences alleged under the SEBI Act, SEBI had notified certain guidelines - In recent times, the NCLAT chaired by Hon'ble Sri Justice Sudhansu Jyoti Mukhopadhaya, retired Supreme Court Judge in VIAVI SOLUTIONS INDIA (P.) LTD. VERSUS REGISTRAR OF COMPANIES, NCT DELHI AND HARYANA [2016 (2) TMI 1067 - NATIONAL COMPANY LAW APPELLATE TRIBUNAL, NEW DELHI] had broadly set out the parameters that are required to be noticed in compounding the offences. This Court does not find any infirmity in the order of the CLB, as, in broad sense, the parameters appear to have been applied - it cannot be said that the CLB failed to apply the parameters for compounding the offences for which prosecution has been laid. If one looks at the question of law raised, in the settled legal principles, it is really not a substantial question of law as what all has been questioned is the wisdom of the CLB in exercising discretion by accepting the compounding applications. The penalty imposed for compounding is substantially high which would serve as a deterrent in future to the respondent and also similarly-situated entities / persons. Since there is no merit in the Appeal and the decision of the CLB having been based on the material placed before it, and that no question of perversity of finding of fact having been raised, the Appeal does not warrant interference - appeal dismissed - decided against appellant. Issues Involved:1. Whether the discretionary power under Section 621-A of the Companies Act, 1956 should be exercised to compound the offences without attracting the 'stigma of conviction'.2. Whether the Company Law Board (CLB) failed to consider objections and applied non-application of mind.3. Whether the violations committed by the respondent are of serious nature affecting public interest.4. Whether the appeal raises a substantial question of law.Issue-wise Detailed Analysis:1. Discretionary Power under Section 621-A:The central issue is whether the CLB should exercise its discretionary power under Section 621-A of the Companies Act, 1956 to compound offences without imposing the 'stigma of conviction.' The appellant argued that the violations by the respondent were serious and affected public interest, thus should not be compounded casually. The respondent countered that the offences were technical and the CLB had appropriately used its discretion. The court noted that Section 621-A allows compounding of certain offences and the CLB is empowered to consider the nature of violation, public interest, and other relevant factors before deciding on compounding.2. Non-application of Mind by CLB:The appellant contended that the CLB failed to consider their objections, reflecting non-application of mind. The court observed that the CLB had taken into account the change in management of the company and other relevant developments before making its decision. The court found that the CLB had applied its mind and considered the material on record, thus dismissing the appellant's argument.3. Serious Nature of Violations:The appellant argued that the violations were serious and should not be compounded. The court noted that the offences were technical and the CLB had considered the subsequent developments, including the change in management and the measures taken by the new promoters. The court held that the CLB had appropriately considered the nature and gravity of the offences before compounding them.4. Substantial Question of Law:The appellant raised a substantial question of law regarding the exercise of discretionary power by the CLB. The respondent argued that the question of law was not substantial as it pertained to the discretionary power of the CLB. The court held that the question raised did not constitute a substantial question of law as it questioned the wisdom of the CLB in exercising its discretion. The court found no merit in the appeal and dismissed it.Conclusion:The court concluded that the CLB had appropriately exercised its discretion under Section 621-A of the Companies Act, 1956, taking into account the relevant factors and subsequent developments. The appeal did not raise a substantial question of law and there was no non-application of mind by the CLB. The violations were technical and the penalty imposed for compounding was substantial, serving as a deterrent. Consequently, the appeal was dismissed with no costs.