2020 (8) TMI 581 - AT - Companies Law

Appellate Tribunal Upholds Director's Fine for Company Law Violation, Stressing Legal Compliance

The Registrar of Companies, West Bengal Versus Karan Kishore Samtani

The Registrar of Companies, West Bengal Versus Karan Kishore Samtani - TMI Issues:1. Appeal against order allowing compounding application under Section 441 of the Companies Act, 2013.2. Calculation of compounding fees for contravention of Section 165(1) read with Section 165(3) of the Act.3. Interpretation of the Tribunal's power under Section 441(1) to impose compounding fees.Detailed Analysis:1. The Appellant Registrar filed an Appeal against the order passed by the National Company Law Tribunal allowing the compounding application under Section 441 of the Companies Act, 2013. The Respondent, a Director of multiple companies, tendered resignation after being served a show cause notice for contravention of Section 165(1) read with Section 165(3) of the Act. The Tribunal imposed a compounding fee of Rs. 50,000, leading to the appeal.2. The crux of the case revolved around the calculation of compounding fees for the contravention of Section 165(1) read with Section 165(3) of the Act. The Appellant argued that the Respondent should pay the minimum fine prescribed for the violation, amounting to Rs. 13,60,000, as per Section 165(6) of the Act. In contrast, the Respondent contended that the resignation was timely and in compliance with the Act, thus challenging the necessity of the imposed compounding fee.3. The Tribunal's power under Section 441(1) to determine compounding fees was a pivotal issue. The Appellant insisted that the compounding fee should align with the minimum amount prescribed for the offence, citing precedents. Conversely, the Respondent argued that the Tribunal's discretion in imposing compounding fees should not be restricted to the minimum penalty, especially in cases of technical breaches or mitigating circumstances, referencing relevant legal judgments.In the judgment, the Appellate Tribunal deliberated on the gravity of the offence, intentional nature of the act, and the maximum punishment prescribed. The Tribunal emphasized that the Respondent's conscious disregard of obligations warranted the imposition of the minimum fine. Citing legal precedents, the Tribunal concluded that the minimum penalty prescribed by law should be upheld, setting aside the previous order and directing the Respondent to pay the quantified penalty of Rs. 13,10,000 within 60 days. The judgment highlighted the importance of adhering to statutory minimum fines and ensuring compliance with legal provisions.