2016 (10) TMI 437 - Tri - Companies Law

Violation of the section 295 of the Companies Act, 1956 - Held that - As not in dispute that the Applicants have admitted violation of the section 295 of the Companies Act, 1956 and have come forward voluntarily to the Tribunal by seeking permission to compound the violation by paying the fine as prescribed under the Act. We hold that the facts and circumstances of the case justify exercising powers conferred upon the Tribunal under the Companies Act in permitting the applicants to compound the violations in question. In view of the above facts and circumstances of the case and in the interest of justice, we are inclined to permit the applicants to compound the violation as mentioned above by paying the compounding fee. We direct the 14 applicants to pay ₹ 50,000/- (Rupees Fifty Thousand only) each and deposit the same with the authorities within two weeks. Further we also direct the applicants to ensure compliance of Section 295 within four weeks from the date of receipt of the Order and report the compliance.

Summary

Issues: Violation of Section 295 of the Companies Act, 1956

Detailed Analysis:

Issue 1: Violation of Section 295 of the Companies Act, 1956
The case involved an application filed by 14 applicants under section 621A read with section 295 of the Companies Act, 1956. The applicants were found to have provided collateral security without obtaining the approval of the Central Government to various companies and firms, as detailed in the application. This act was in contravention of the provisions of section 295 of the Companies Act, 1956, which prohibits companies from making loans or providing security without prior approval in certain circumstances involving directors, firms, or related entities.

Issue 2: Admittance of Violation and Request for Compounding
The applicants admitted to the violation of section 295 without any mala fide intention and voluntarily approached the Tribunal for compounding under section 621A read with section 295 of the Companies Act, 1956. The Practicing Company Secretary representing the applicants requested the Tribunal to consider the violation as the first offense of this nature and permit compounding with a minimum fine as prescribed under the Act.

Issue 3: Consideration by the Tribunal and Decision
After hearing the contentions and reviewing the Registrar of Companies' report confirming the violations, the Tribunal acknowledged the admission of violation by the applicants. The Tribunal held that the facts and circumstances justified exercising powers conferred by the Companies Act to permit the applicants to compound the violations. Consequently, the Tribunal ordered the applicants to pay a compounding fee of &8377; 50,000 each and ensure compliance with Section 295 within four weeks from the date of receipt of the Order.

Conclusion:
The Tribunal, considering the nature of the violation and the applicants' voluntary approach for compounding, permitted the applicants to compound the violation by paying the prescribed compounding fee. The applicants were directed to comply with Section 295 within a specified timeframe, with a warning to be cautious in the future to avoid further proceedings. The application was disposed of based on the directions provided by the Tribunal.