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2012 (12) TMI 352 - HC - Companies Lawcomposition of offence committed u/s 621A of Companies Act - license u/s 25 granted to promote the game of cricket - held that - Under sub-clause 6 of the licnece the company could pay remuneration to its members but only with the previous approval of Central Government - petitioner was aggrieved by the remuneration paid by the company to its members in the year 2008-09, 2009-10, 2010-11 - prayer made in this petition is that appropriate action be taken against the company for the breach committed by it of Sec 25 of Companies Act under which the licence has been granted - submission being that the breach of the mandatory conditions of the licence amounts to an automatic revocation - Except sub-section (10) of Section 25 of the Companies Act, there is no provisions u/s 25 of the Act which lays down a penalty for non-compliance of the licence granted u/s 25; for a breach of such conditions provisions of Sec 629 A of the Act have to be resorted to - no infirmity in impugned order of CLB; it calls for no interference. Appeal is without any merit; it is accordingly dismissed with costs of Rs. 20,000/-.
Issues:
1. Appeal against Company Law Board judgment allowing compounding of offence under Section 621A of Companies Act. 2. Violation of licence conditions by paying honorarium without prior approval. 3. Application of penalty under Section 629A for contravention of Act. 4. Exercise of discretion by Company Law Board in imposing penalties. 5. Challenge to grounds of appeal regarding licence provisions and automatic revocation. 6. Comparison with pending Writ Petition No. 6478/2012 seeking similar relief. 7. Maintainability of appeal under Section 10F without formulation of legal question. Issue 1: The appeal was directed against the Company Law Board's judgment permitting the compounding of an offence committed under Section 621A of the Companies Act. The penalty imposed was Rs. 1,00,000 on the company and Rs. 50,000 on each Governing Council member. Issue 2: The appellant breached licence conditions by paying honorarium to members without prior Central Government approval. While approval was obtained for 2010-11, it was lacking for 2008-09 and 2009-10, leading to the application under Section 621A for compounding the offence. Issue 3: The Company Law Board correctly applied Section 629A for contravention of Act provisions where no specific penalty was provided. The Board exercised its discretion by imposing penalties based on reasoned findings. Issue 4: The Board's imposition of penalties, Rs. 1,00,000 on the company and Rs. 50,000 on each Council member, was deemed fair and based on proper exercise of discretion with reasoned findings. Issue 5: Challenges to the appeal's grounds centered on the misconception of automatic licence revocation for breach. The licence revocation process requires a hearing and adherence to natural justice principles. Issue 6: A related Writ Petition No. 6478/2012 raised similar grievances about honorarium payments, seeking action against the company for breaching Section 25 of the Companies Act under which the licence was granted. Issue 7: The appeal under Section 10F was considered an independent remedy, but the absence of a formulated legal question raised concerns. The grounds of appeal focused on licence conditions, highlighting the need for resorting to Section 629A for breaches. In conclusion, the Company Law Board's order was upheld without any identified infirmity, leading to the dismissal of the appeal with costs. The judgment emphasized the importance of following legal procedures and obtaining necessary approvals to avoid penalties for violations of licence conditions under the Companies Act.
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