2017 (5) TMI 493

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....:- 3. M/s. Nexans India Pvt. Ltd. is a deemed public company within the meaning of Section 4(7) of the Act. The Board of Directors of the 1st petitioner-company, under the instructions of the holding company, which is incorporated in France, vide resolution dated 07.04.2010, appointed Mr. Jean Michel Antoine Marie Nicolai (a foreign national) as Managing Director of 1st petitioner-company with effect from 1.4.2010, subject to approval of members and subject to approval of Central Government, under the provisions of Section 269 read with Schedule XIII of the Act. The authorised share capital of the 1st petitioner-company is Rs. 320,00,00,000/- (Rs. 320 crore) divided into 32,00,00,000/- equity shares of Rs. 10/- each. The paid up share capi....

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....o rejected by the Central Government vide its letter dated 25.11.2013 on the ground that the company has not obtained approval for initial appointment in respect of the appointee under Section 269 read with clause (e) of Part I to Schedule XIII of the Act. Thereafter, the company, its Managing Director and Director filed this compounding application before the Registrar of Companies on 21.04.2016. The Registrar of Companies, by report dated 20th October, 2016, forwarded the same to this Tribunal and this Tribunal registered it as C.P. No. 8 of 2016. 7. Heard learned Practising Company Secretary, Mr. Harish Khurana, for the petitioners. 8. The point for consideration is whether the petitioners are entitled to compound the offence before th....

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....n 269 read with clause (e) of Part I to Schedule XIII of the Act. 12. The crucial question is that, in these circumstances, what is the option left to the company and its Managing Director and Director. Section 269(7) says that the Central Government suo motu or any information received by it, if it is of the opinion that any appointment made under sub-section (2) of Section 269 without the approval of the Central Government has been made in contravention of the requirements of Schedule XIII, it shall refer the matter to the Tribunal for decision. 13. Sub-section (8) of Section 269 says that on receipt of a reference under sub-section (7), the Tribunal shall issue notice to the company, its Managing Director, Director or other officers re....