TaxTMI 
TaxTMI 
2020 (10) TMI 703
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....ing registered office at Pa Arcade, No. 21, 22, 23 Kodigehalli, Sahakarnagar, Bangalore- 560092. Its Authorized Share Capital is Rs. 24,00,00,000/- (Rupees Twenty Four Crore Only) divided into 2,40,00,000 equity shares of Rs. 10/- (Rupees Ten Only) each and its issued, subscribed and Paid-up Share Capital of Rs. 19,73,11,830/- (Rupees Nineteen Crores Seventy Three Lakhs Eleven Thousand Eight Hundred and Thirty only) divided into 1,97,31,183/- equity shares of Rs. 10/- each. The Company is engaged in the business to conduct bio-analysis and to develop compile, validate, report the methods/techniques, conduct various studies, analyse, provide, convert, operate laboratories and to act as consultants relating to pharmaceuticals, pharmacokinetic, pharmadynamic, pharmaceutical, molecules various pharmaceutical cells and other components etc. (2) Mr. Ravi Achar (DIN 01340419) (hereinafter referred to as Petitioner No. 2) was appointed on 08.03.2007, Mr. Ronald Howard Semler (DIN 01276886) (herein after referred to as Petitioner No. 3) was appointed on 08.03.2007 & Mr. Sajan Podanolanda Chinnappa (DIN 05275242) (herein after referred to as Petitioner No. 4) was appointed on 12.12.2018, a....
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.... and related activities for more than a year, otherwise the Company was generally regular in holding Annual General Meetings of the Company since its incorporation. (6) It is further stated that besides finalisation of the standalone financials of the Company, it has also required to finalise the consolidation of its financials of its overseas subsidiary, as it has a wholly-owned subsidiary in Singapore namely Semler Research (S) Pte Ltd. In view of this, the Company could not hold its Annual General Meeting for the Financial year 2016-17 and 2017-2018 within due times. After the finalization of standalone and consolidated financial statements of the Company along with Semler Research (S) Pte ltd., the Board of Directors approved the financial statements for the financial year 2016-17 and 2017-18 at its meeting held on 27th December, 2018 and 25th January, 2019 respectively. Accordingly, Company has conducted its Annual General meeting for the financial year 2016-17 and 2017-18 on 18th January, 2019 and 15th February 2019 respectively. (7) Considering the provisions of Section 99 of the Companies Act, 2013, following officers of the Company shall be considered as officers in de....
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...., with a further fine, which may extend to Rs. 5000/- for every day, after the first during which the default continues. The maximum fine leviable u/s 99 of the Companies Act, 2013 by the ROC on the Petitioners are as follows: (a) For the Petitioner No. 1 (Company) Year Fine Leviable under 2013 Act Total Fine 2016-17 (01.10.2017 to 17.01.2019) Rs. 1,00,000/- (Rs. 5000 X 474 days) = Rs. 24,70,000/- Rs. 24,70,000 2017-18 (01.10.2018 to 14.02.2019) Rs. 1,00,000/- (Rs. 5000 X 137 days) = Rs. 7,85,000/- Rs. 7,85,000 ' Total Rs. 32,55,000 (b) For Petitioner No. 2 namely Mr. Ravi Achar (Director) (Date of Appointment: 08.03.2007): The total fine leviable: Rs. 32,55,000/- (Calculation as provided above. (c) For Petitioner No. 3 namely Mr. Ronald Howard Semler (Director) (Date of Appointment: 08.03.2007): The total fine leviable: Rs. 32,55,000/- (Calculation as provided above. (d) For officer in default during the relevant period namely Mr. Guru Veerappa Betageri, (Former Director) (Date of Appointment: 08.03.2017): The total fine leviable: Rs. 32,55,000/- (Calculation as provided above. (e) For Petitioner No. 4 namely Mr. Sajan Podanolanda Chinnappa....
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.... in any case exceed the maximum amount of fine which may be imposed for the offence so compounded. The quantum of penalty specified by the ROC in his report furnished maximum penalty prescribed under the relevant section. There is no minimum penalty prescribed under the section and it only says upto one lakhs and upto Rs. 5000 per day. Therefore, the Tribunal has to take into consideration of the extenuating circumstances as available in given case. As stated supra, the Learned Counsel, has satisfactorily explained to Tribunal, the reasons for committing violations/offences in question, so as consider to impose minimum penalty. He is also justified to take a plea of present adverse economic situation arise due to pandemic. Therefore, we are inclined to take a lenient view of matter and thus want to impose minimum Compounding fine as mentioned below. 7. Since, Mr. Guru Veerappa Betageri, a non-resident, non-executive Director has resigned as Director of the Company on 13.06.2019 and was not involved in the day to day operations of the Company, and Mr. Karnanda Nanaiah Bopanna, Director, has also resigned from the Board of the Company on 12.12.2018, and the Company and the present O....