2017 (1) TMI 1303 - Tri - Companies Law

Compounding of offence - Held that - i) We are imposing a penalty of ₹ 2,50,000/- (Rupees Two Lakh Fifty thousand only) on the Applicant Company and ₹ 50,000/- (Rupees Fifty thousand only) each on Applicant 2 & 3 which is to be paid within 3 weeks from the date of receipt of the Order and report compliance of the same. (ii) From the available records it is understood that the company has not obtained shareholders approval as required u/s. 94 of the Companies Act, 1956. Therefore, we direct the company and the directors to pass appropriate resolution within one month from the date of receipt of this order and report compliance to Registrar of Companies, Hyderabad as well as to the Registry. The Applicants are warned not to repeat any violation else strict action will be taken thereby. In view of the above, the case is disposed off.

Issues:
1. Transfer of case to National Company Law Tribunal, Hyderabad Bench.
2. Compounding of offences under Section 94(2) of the Companies Act, 1956.
3. Facts of the case and violation of provisions.
4. Submissions and responses by the company.
5. Imposition of penalties and directions for compliance.

Transfer of Case to National Company Law Tribunal, Hyderabad Bench:
The case was transferred to the National Company Law Tribunal, Hyderabad Bench from the Hon'ble Company Law Board, Chennai Bench, as the Tribunal in Hyderabad deals with cases from Andhra Pradesh and Telangana. The Tribunal took the case on record and proceeded with the decision.

Compounding of Offences under Section 94(2) of the Companies Act, 1956:
The application was filed for compounding offences related to the violation of Section 94(2) of the Companies Act, 1956. The company had increased its share capital without obtaining approval from the members, leading to a show cause notice. The company admitted the oversight and expressed willingness to compound the offence. The Registrar of Companies affirmed the non-compliance, and penalties were imposed as per Section 629A of the Companies Act, 1956.

Facts of the Case and Violation of Provisions:
The applicant company, Monarch Ergonomics India Pvt. Ltd., was formed with specific objectives related to trading and manufacturing of furniture. The company increased its share capital without member approval, leading to a violation of Section 94(2) of the Companies Act, 1956. The company explained that the oversight was unintentional and without malicious intent, being the first offence of its kind.

Submissions and Responses by the Company:
The company submitted explanations stating that the failure to pass a resolution at the EGM/AGM was an oversight without mala fide intentions. The company, along with its directors, applied for compounding the offence under Section 621A of the Companies Act, 1956. The company agreed to the penalties and undertook to pass appropriate resolutions within the specified timeline.

Imposition of Penalties and Directions for Compliance:
The Tribunal imposed penalties of ?2,50,000 on the Applicant Company and ?50,000 each on the directors, to be paid within three weeks. Additionally, the company and directors were directed to pass the required resolution within one month and report compliance to the Registrar of Companies and the Registry. Strict warnings were issued against future violations, with the case being disposed of accordingly.

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