AI Drafter 
TaxTMI 
TaxTMI 
2016 (10) TMI 436
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....case. 2. The present application has been filed U/S. 621A of Companies Act, 1956 read with Regulation 35, 40 and 44 of Company Law Board Regulations, 1991 by praying the Tribunal that the Applicants may be permitted to compound the unintended offence made under Section 149 of Companies Act, 2013 by imposing minimum consolidated composition fee and further direct the Registrar of Companies (RoC), Telangana and Andhra Pradesh to withdraw the complaint from Hon'ble Court of Special Judge for Economic offences-cum-VIII, AMSJ Court, Nampally, Hyderabad and to relieve the applicants of all legal consequences. It is to be noted that the provisions of Section 621A of the Companies Act, 1956 is analogous to Section 441 of the Companies Act, 2....
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....04.2014) every company shall have a Board of Directors consisting of individuals as directors and shall have-(a) a minimum number of three directors in the case of a public company, two directors in the case of a private company, and one director in the case of a One Person Company; and (b) a maximum of fifteen directors: Provided that a company may appoint more than fifteen directors after passing a special resolution. Provided further that such class or classes of companies as may be prescribed, shall have at least one woman director. Rule 3 of the Companies (Appointment and Qualification of Directors) Rules, 2014 specifies that the following class of companies shall appoint at least one woman director- ....
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.... e. It is further submitted that the Company has appointed a woman director namely Ms. Keerthi Chetan Desai holding DIN: 07455741, at the Board meeting held on 01.03.2016, in accordance with the provisions of the Companies Act, 2013 and filed form DIR-12 with the Registrar of Companies, on 02.03.2016. However such appointment ought to have been made on or before 31.12.2014 as per said provision. Therefore the total delay in appointment of a woman director on the Board of Company is 14 (Fourteen) months. It is contended that the said mistake was unintentional. f. The Learned Counsel further filed additional information by way of an affidavit dated 16.08.2016 by stating that the Company is not carrying out commercial activities ....
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.... facts of the case, the issue to be decided in the present case is whether the NCLT is having power to allow the applicants to compound the offence in question, especially when prosecution was already initiated and the same is in advance stage. 7. We have noticed that similar issue arose for consideration in the case of Reliance Industries Lts Vs. Unknown (1997 89 Comp Cases 67 CLB). After considering the relevant provisions and law, the Learned Member of Western Region Bench of CLB has held that the Company Law Board has been vested with the power, authority and jurisdiction to compound the offence and it is only when such compounding is done that the matter can be brought before the Learned Addl. Chief Metropolitan Magistrate, IIIrd Co....
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....ble C. Das) was constituted in the case known as Hoffland Finance Ltd Vs. Unknown (1997 Company Cases (Vol.90) 38). After considering the entire issue and law on the subject, it was ultimately held, by an order dated 12th May, 1997, that the exercise of powers by the Company Law Board under Section 621A(1) is independent of exercise of powers by the Court under sub- section (7), and all offences other than those which are punishable with imprisonment only or with imprisonment and also fine, can be compounded by the Company Law Board without any reference to sub- section (7), even in cases where the prosecution is pending in a criminal court. 11. We have also come across another decision on the issue rendered by the Hon'ble High Court....
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....t of above decision of the Larger Bench of Company Law Board and the subsequent decision of Hon'ble High Court of Delhi, the issue of the Company Law Board/NCLT having jurisdiction and power to compound offences, where no fine or imprisonment or both is prescribed under the Act, is no longer res integra. The Tribunal can exercise its jurisdiction under Section 621A of Companies Act, 1956 or its corresponding Section 441 of Companies Act, 2013. Though the applicant has filed the Application under Section 621A of the Companies Act, 1956, later he has mentioned Section 441 of the Companies Act, 2013 in their Affidavit dated 16th August, 2016. Hence, we are considering the merits of the present case. 13. It is not in dispute that the App....