1994 (5) TMI 274 - Board - Companies Law

Summary

Issues:
Violation of Section 299 of the Companies Act, 1956; Vacating office under Section 283(1)(i); Applicability of Section 283(2A) and compounding.

Analysis:

1. The application was filed under Section 621A of the Companies Act, 1956, by the chairman-cum-managing director of a company for compounding an alleged offence under Section 283(2A) read with Section 283(1)(i) and Section 299 of the Act.

2. The case involved the appointment of the chairman's daughter as vice-president without disclosing interest, leading to a show-cause notice and subsequent prosecution. The applicant sought compounding under Section 621A.

3. The issues for consideration were whether there was a violation of Section 299, if the office was vacated under Section 283(1)(i), and whether continuing in office attracted Section 283(2A) and was compoundable.

4. The Chairman analyzed that the violation of Section 299 led to the office vacation under Section 283(1)(i), as admitted by the applicant through separate prosecutions already compounded by the Regional Director.

5. The applicant's compounding application was seen as a response to the prosecution, but the Chairman considered a re-evaluation despite the prior compounding.

6. The Chairman examined the board resolutions and found that the applicant had disclosed interest in the earlier resolution, which was modified in the subsequent appointment resolution, indicating awareness by the board of the relationship.

7. The disclosure of interest under Section 299 was analyzed, emphasizing the need for awareness rather than formal disclosure, citing a legal precedent. The Chairman concluded that the applicant had effectively disclosed interest in the board meetings.

8. The notice for an extraordinary general meeting further highlighted the relationship between the chairman and the appointee, with no remuneration drawn until approval.

9. It was determined that the applicant did not violate Section 299, thereby not falling under Section 283(1)(i) or liable for penalties under Section 283(2A), rendering compounding unnecessary.

10. The application was disposed of without ordering compounding, suggesting the withdrawal of the prosecution by the Registrar of Companies.

11. Instructions were given to send a copy of the order to the Registrar of Companies for necessary action based on the findings of the Chairman.