TaxTMI 
TaxTMI 
TaxTMI 
2014 (6) TMI 1087
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....e opinion of the Central Government before payment of remuneration to one of its Directors. C.C.No.400 of 2009 was registered for violation of provisions of Section 220(1) read with Section 162 of the Act, i.e., failure to electronically upload the attachments to the Profit and Loss Account along with the Directors' Report before the Registrar of Companies. The Company and respondent No.2 herein, who are accused Nos.1 and 4 in both the CCs, filed Company Application Nos.233 and 234 of 2010 under Section 621A of the Act for compounding the two offences before the Company Law Board. By a common order, dated 16.12.2011, the then member of the Company Law Board has declined to permit the applicants to compound the offences. Feeling aggrieved by the said order, respondent Nos.1 and 2 have filed two statutory appeals, viz., Company Appeal Nos.1 and 2 of 2012 before this Court. By a detailed order passed on 12.03.2012, this Court has remanded the cases to the Company Law Board for consideration of the Applications afresh in accordance with law. It needs to be mentioned at this stage the reasons that prompted this Court to remand the cases. It was pleaded on behalf of respondent Nos.1 an....
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....ution, and was examined as a prosecution witness. The submission of Sri S. Ravi, Learned Senior Counsel, that the erstwhile Chairman and Managing Director, and the other erstwhile Directors of the company, are no longer involved in the company's management; and the company itself was a victim of the fraud played by them, cannot be said to be without merit. These are relevant factors which the CLB should take into consideration while exercising its discretion to compound/not to compound the offences in exercise of its jurisdiction under Section 621A of the Act. Though Section 621A confers discretion on the CLB to also determine the quantum of the compounding fee, Sri S. Ravi, Learned Senior Counsel, would fairly state that the appellant company was ready and willing, if so ordered by the CLB, to pay the maximum amount prescribed under section 621-A of the Act for compounding of such offences." By the above reasoning, the learned Judge has set aside the impugned orders of the Company Law Board and remanded the compounding applications filed by the Company and respondent No.2 to the Company Law Board for its fresh consideration in accordance with law. A further direction was given to....
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....ocus in technical sense to file these appeals, it cannot succeed in the appeals for two reasons viz., (i) that no question of law arises in these appeals and (ii) that the appellant has not disputed the veracity of the letters addressed by the CBI, which clearly reveal that respondent No.2 was completely absolved from the allegation of fraud and that on the contrary, he was cited as a prosecution witness in the main case pertaining to the fraud played by the Directors of the Company. He has, therefore, submitted that in the absence of any allegations of fraud against respondent No.2-Company Secretary and in the light of reconstitution of the company with the new Management, there is no reason for the appellant to oppose the applications for composition. He has further submitted that the order of the Company Law Board was partly implemented by the Registrar of Companies by receiving the compounding fees, but, however, the Registrar has failed to inform the same to the criminal jurisdictional Magistrate (Special Court) on account of which, the Court is continuing the criminal proceedings. I have carefully considered the submissions of the learned counsel for both parties and perused....
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....lea, the Supreme Court held that if a finding of fact is perverse and is based on no evidence, it can be set-aside in appeal even though the appeal is permissible only on the question of law, for, perversity of a finding itself becomes a question of law. In the case on hand, the approach of the Company Law Board while dealing with the applications for composition is rather perverse. These cases raise two issues - (i) whether the Company Law Board has any discretion under Section 621-A(1) of the Act not to accept the request of the accused for compounding the offences?; and (ii) whether on the facts of the case, the accused are entitled to have their offences compounded? As noted above, though this Court in the earlier round of appeals left the first issue to be decided by the Company Law Board, regrettably, it has not dealt with the same. The appellant has also contributed in this regard by neglecting to appear and contest the applications despite service of special notices by the Company Law Board. Even before this Court, this issue has not been addressed by the learned counsel for either side. Hence, I do not propose to deal with the same. Instead, this Court proceeds on the pr....
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.... as he is liable to refund to SCSL the amount of Professional charges wrongly received by him during the years 2005-06 to 2007-08 in contravention of Section 309 of the Companies Act 1956. (b) the complainant submits that a list of documents and the witnesses to be relied upon has been annexed with the complaint. The complainant craves leave of this Hon'ble Court to refer to and to rely upon additional list of documents and witnesses, if necessary, during the course of trial. (c) the Hon'ble Court may while convicting the accused award cost of the proceedings to the Complainant in terms of Section 357 of Cr.P.C. 1973 and Section 626 of the Companies Act, 1956. (d) Shri Krishna G. Palepu, Ex-Director of SCSL (Accused No.6) directed to refund to SCSL forthwith the amount of Rs. 2.66 crores wrongfully received by him as Professional charges during 2005-06 to 2007-08 as detailed in para 13 hereinabove. (e) any further orders, which this Hon'ble Court deems fit and proper in the circumstances of the case may kindly be passed. C.C.No.400 of 2009: (a) That the service of summons may kindly be effected upon the accused as mentioned in the complaint who have violated the provisi....
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....ed in these cases and also the main cases filed for fudging or falsification of accounts, have not applied for composition. Even accused No.6 in C.C.No.394 of 2009 against whom a direction for refund of the fees paid to him is sought, has also not applied for composition. It is not out of place to note in this context that the alleged confessional statement of accused No.3 i.e., the erstwhile Chairman of the Company has thrown the whole company into a deep crisis. With the intervention of the Central Government and the Company Law Board, the affairs of the company were put back on the rails. Indeed, in his order dated 16-4-2009 the Chairman of the Company Law Board, Principal Bench, New Delhi, whereby he has permitted reconstitution of the company following global tenders has titled the said order metaphorically as "Adoption of orphan Satyam" or "Orphan Satyam adopted". The new management i.e., M/s. Tech-Mahindra which has taken over the company has stabilized the sinking ship and ensured that the Company is pulled from the depths of darkness to its past glory. It would therefore be wholly inequitable to subject the revamped company to needless criminal prosecutions when it has gr....