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TMI Blog2016 (10) TMI 436X X X X Extracts X X X X X X X X Extracts X X X X ..... 15/SCN/l 054, dated 10.08.2015. The Company has requested the RoC to exonerate them as the financial position of Company was not in good state. The Applicants have filed this application for compounding of offence in question after initiating prosecution. We are satisfied with the reasons furnished by applicants for 14 (fourteen) months delay in complying with the provision of Companies Act for appointing a Woman Director. Hence, we are inclined to permit the applicants to compound the offence in question by taking a lenient view as prayed by the applicants. Accordingly, we dispose off the application by directing first applicant to pay a compounding fee of ₹ 1,00,000/- (Rupees One Lakh Only) and Applicants No. 2 to 4 ₹ 50,000/- (Rupees Fifty Thousand Only) each and deposit the same with the authorities within three weeks. After the receipt of compounding fee, the Registrar of Companies is directed to bring about the compounding of offence to the notice of the Learned Special Judge for Economic offences-cum-VIII AMSJ Court, Hyderabad for passing appropriate orders. - C.A.NO. 12/621A/HDB/2016 - - - Dated:- 29-8-2016 - Mr. RAJESWARA RAO VITTANALA AND Mr. RAVIK ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Companies Act, 2013, shall not be initiated against the applicants for not appointing a woman director on the Board of Directors of Company. As per Section 149 Companies Act, 2013 and Rule 3 of Companies (Appointment and Qualification of Directors) Rules, 2014 (which came into force with effect from 1.04.2014) every company shall have a Board of Directors consisting of individuals as directors and shall have-(a) a minimum number of three directors in the case of a public company, two directors in the case of a private company, and one director in the case of a One Person Company; and (b) a maximum of fifteen directors: Provided that a company may appoint more than fifteen directors after passing a special resolution. Provided further that such class or classes of companies as may be prescribed, shall have at least one woman director. Rule 3 of the Companies (Appointment and Qualification of Directors) Rules, 2014 specifies that the following class of companies shall appoint at least one woman director- i. every listed company ii. Every other public company having - (a) paid-up share capital of one hundred crore rupees or more; or (b) turnover of three hundred crore r ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Sec 149/621A/TSIL/STACK/2016 and also the connected case record. 5. The Registrar of Companies, while reiterating the contentions made in the application has stated that on 25.04.2016 the Company and its three Directors Mr. Kurupath Madhavan Nayar, Mr. Vaidyanathan Ramakarishnan Iyer, Mr. Chetan Desai have submitted an application under section 621A of the Companies Act, 1956 vide SRN C80376767. The Subject Company was registered in the State of Telangana on 04th September, 1997 and it was originally incorporated as a private Company in the erstwhile state of Telangana vide CIN No. U64203TG1997PLC027883 The applicant company has violated the provision of Section 149 of Companies Act, 2013. The maximum amount of fine is charged as per Section 172 of Companies Act, 2013 which specifies that if a Company contravenes any of the provisions of this chapter and for which no specific punishment is provided therein, the company and every officer of the company who is in default shall be punishable with fine which shall not be less than fifty thousand rupees but which may extend to five lakh rupees 6. In the light of the above facts of the case, the issue to be decided in the presen ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... der dated 12th May, 1997, that the exercise of powers by the Company Law Board under Section 621A(1) is independent of exercise of powers by the Court under sub- section (7), and all offences other than those which are punishable with imprisonment only or with imprisonment and also fine, can be compounded by the Company Law Board without any reference to sub- section (7), even in cases where the prosecution is pending in a criminal court. 11. We have also come across another decision on the issue rendered by the Hon'ble High Court of Delhi in V.L.S Finance Ltd Vs. Union of India (UoI) and others (2003 VIII AD Delhi 166, 2005, 123 Compnay Cases 433 Delhi, (2003)DLT 159) dealing with the said issue along with other issues raised therein. The Hon'ble Court, inter alia held at para 14 of the order dated 5th November, 2003, which is reproduced below: It is an accepted position that there is no decision of any High Court or of the Supreme Court on the aforesaid question except for the aforesaid decision of the Company Law Board in Hoffland Finance Ltd (Supra). I have carefully perused the decision of Hoffland Finance Ltd (Supra) and also considered the arguments of the par ..... X X X X Extracts X X X X X X X X Extracts X X X X
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