2019 (3) TMI 619

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....l, Ahmedabad Bench, Ahmedabad ('NCLT', in short). Both the Appeals are taken up together for disposal by this common Judgement, as parties are same and the matters relate to compounding of offences under the Companies Act albeit under different provisions. The Appeals were argued together and same points have been raised. 2. The Appellants along with one Ishwarlal Jariwala had moved for compounding in both the matters. The Impugned Orders were passed on 12.10.2018 and 11.10.2018 respectively. It appears that Ishwarlal Jariwala, who was one of the Applicants for compounding, expired on 2nd November, 2018 for which Death Certificate has been filed. Thus, these Appeals are by the Company and the other two Directors of the Company - M/s. ....

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....mselves approached the ROC. The Appellants further claimed that since Ishwarlal Jariwala has died after the Impugned Order was passed, this Tribunal should set aside the fine as was imposed on Ishwarlal Jariwala. CA 416 of 2018 4. This Appeal is against Impugned Order passed by NLCT in C.P. No.68/441/NCLT/AHM/2018 and relates to violation of Section 269(2) of the old Act [corresponding Section 196(4) of the Companies Act, 2013 ('new Act', in short)]. It is stated that the Company was converted into a public limited company w.e.f. 03.12.2009. Earlier, it had been incorporated as private limited company on 05.07.2002. The Company had by Board Meeting dated 31.03.2011, appointed Mr. Pragnesh Jariwala, Mr. Ishwarlal Jariwala and Mr. Dharm....

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....ng the concerned provisions in the two matters. The learned Counsel fairly accepted that the calculations of days and quantum of fine as imposed is within the parameters provided by the concerned Sections. He submitted that he is unable to show any illegality in the calculations made by NCLT and imposing of the fine, but his submission was that the Company earlier did not have a Company Secretary till February, 2017 and thus, did not get proper advice and assistance and thus, there was delay in submission of the Forms. The learned Counsel submitted that if the total of the fine imposed in the two matters is seen, it would be huge burden on the Company and the Directors and when Appellants had suo moto come forward to submit forms, leniency ....