2018 (7) TMI 460

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....ct, 2013 (the Act), praying for compounding of offence allegedly committed under section 203(1)(iii) of the Act, as indicated in the show cause notice dated 06.09.2016, bearing No. ROC/69502/Inspn/206(5)/203(iii)/DNC/4/72, 73 & 76 issued by Registrar of Companies, West Bengal (RoC. WB). The said application has been filed by the 6 (six) applicants supported by an affidavit affirmed by Ms. Sushmita Sur, Constituted Attorney of all the applicants, on 06.09.2017. Applicant No.1 was the Manager of the company, Applicant Nos. 2 continues as a Director and Applicant Nos. 3 to 6 were Directors of the company "Usha Martin Telematics Limited" (the company). All of them, except Applicant No. 2, have resigned from the company on different dates. 2.....

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....applicant has stated that it had been making efforts to appoint separate individual as its Chief Financial Officer, Company Secretary and Manager and it had also engaged Ethos HR Management & Projects Private Limited, a consultant, for identifying candidates for these positions and issued advertisements in newspapers inviting applications in this regard. However, despite its best endeavours, the Company was unable to identify suitable candidates in view of, inter alia, the Company's low scale of operations, nature of activities of the Company as an investment company and the duties and functions of such key managerial position under the relevant statutory provisions having become more extensive. Note 24 of the financial statements of the Pe....

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.... for which such applicant was/is a Director or an officer, as applicable, in the company and for no further or other period. As such, each applicant is filing this application only for the period for which such applicant was/is a Director or an officer, as applicable, in the company. The applicants further submitted that the fee for compounding the offence be determined separately for each applicant, inter alia, depending on the period of association of such applicant with the company as a Director or an officer, as applicable. The tenure of office of the applicants in the company as furnished in the application, is indicated below: SI. No. Applicants Date of Appointment Date of Resignation 1 Daisy Mehta 28 August, 2....

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....erson of the company, in pursuance of the articles of the company, as well as the managing director or Chief Executive, Officer of the company at the same time after the date of commencement of this Act unless, - (a) the articles of such a company provide otherwise; or (b) the company does not carry multiple business. Provided further that nothing contained in the first proviso shall apply to such class of companies engaged in multiple businesses and which has appointed one or more Chief Executive Officers for each such business as may be notified by the Central Government." 5. The offence under section 203(1)(iii) of the Act as mentioned (supra) alleged to have been committed by the Applicants being officers i....

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....have any objection to compounding the offence as prayed by the Applicant Company. 7. Ld. Advocate appearing for the Applicants while reiterating the contentions as pleaded in the application, prayed for compounding of offence as aforesaid imposing a minimum penalty amount by taking a lenient view as the breach has already been made good and set right. 8. Heard Ld. Advocate appearing for the Applicants and perused the record including report of RoC. WB. Section 441 of the Companies Act, 2013 confers power to the Tribunal for compounding of the offence which is punishable with fine only. Section 441 of the Act came into force w.e.f. 01.06.2016. The breach of the provisions of section 203(1)(iii) of the Act has been detected by the Inspe....

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.... company is concerned, the offence under section 203(1)(iii) of the Companies Act, 2013 has already been compounded under section 441 of the Companies Act, 2013 by this Tribunal, vide its orders dated 09.02.2018 and 05.04.2018. 10. In view of the above background, we are inclined to compound the violation under section 203(1)(iii) of the Companies Act, 2013 in terms of the provisions of section 441 of the Act. Accordingly, we do hereby compound the aforesaid offence against the Applicants subject to depositing the compounding fees by each of the applicants within 15 days hereof as indicated herein below: SI. No. Applicants Compounding fee Impposed 1. Applicant No. 1 Rs.50,000/- 2. Applicant No. 2 Rs.50,000/-....