2017 (1) TMI 1303

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....case is transferred to Hyderabad Bench of National Company Law Tribunal, hence, we have taken the case on records of National Company Law Tribunal, Hyderabad Bench and deciding the case. 2. The present Application was initially filed by Mr. Jagannathan Koteshwaran, Managing Director and Mr. Jagannathan Parameswaran, Director of Monarch Ergonomics India Pvt. Ltd. under section 621A of the Companies Act, 1956 for compounding the offences in respect of violation of Provisions of Sec. 94(2) of the Companies Act, 1956 by praying the Tribunal that the offences may be compounded and minimum penalty be levied on the Applicants. 3. The brief facts of the case as averred in the application are as follows: A. The applicant company was incorporated ....

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....pany has agreed for compounding of offence. Company received show cause notice and submitted its reply dt. 26-04-2011 with the Registrar of Companies stating that, since our company is a private limited company where in only two directors and they also happen to be the shareholders of the company, hence we called for board meeting rather than General Meeting, as the result will not have any impact to the public at large or detrimental to the interest of other stakeholders. Further, stated that the offence has inadvertently arisen due to circumstances prevailing at that time and it was unintentional and without any mala fide motive and the applicants hereby confirm that the offence under the said section of the Act is a first offence of its ....

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....horised share capital from Rs. 5 lakhs to Rs. 15 lakhs with date of resolution being 15th December, 2004. However upon perusal of the minutes books during the course of inspection, it was observed that the company has not obtained approval of shareholders as required under section 94(2) of the Companies Act, 1956 and called explanation of the company. 6. The company, in its reply stated that it is a mere oversight of not passing a members resolution at the EGM/AGM and the directors were not of any mala fide intention to do this. If it is considered as a non-compliance under section 94(2) of the Act, the company is ready to go for compounding of offence. In view of the admittance by the company, the non-compliance of provisions of section 9....