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TMI Blog2017 (5) TMI 493X X X X Extracts X X X X X X X X Extracts X X X X ..... 269(9) of the Act to declare that there is contravention of requirements of Schedule XIII and to impose fine on the company and its officers. Further, sub-section (11) says that, if the company contravenes the orders passed by the Tribunal under sub-section (10) of Section 269, the company and its officers shall be punishable with imprisonment for a term which may extend to three years and shall also be liable to pay a fine which may extend to 500 rupees. Unless and until a reference is made to the Tribunal, unless and until the Tribunal declares contravention of requirements of Schedule XIII and unless and until the Tribunal proposed to imposes fine as contemplated under sub-section (10), there is no cause of action for the petitioners ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... st petitioner-company is ₹ 320,00,00,000/- (Rs. 320 crore) divided into 32,00,00,000/- equity shares of ₹ 10/- each. The paid up share capital of the 1st petitioner-company is ₹ 15,00,00,000/- (Rupees fifteen crore) divided 1,50,00,000/- equity shares of ₹ 10/- each. 4. The 1st petitioner-company paid managerial remuneration aggregating to ₹ 115 lakhs and ₹ 188 lakhs during the year ended 31st December, 2010 and 31st December, 2011, respectively, to the Managing Director, Mr. Nicolai. Mr. Jean Michel Antoine Marie Nicolai resigned as Managing Director of the company with effect from 10th August, 2011. 5. The company filed an application before Central Government in the prescribed e-form No. 25A on 7 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ractising Company Secretary, Mr. Harish Khurana, for the petitioners. 8. The point for consideration is whether the petitioners are entitled to compound the offence before this Tribunal for the violation of Section 309(5B) of the Act. 9. Section 269(2) of the Act says that appointment of a person as a managing or whole-time director or manager in a public company or a private company which is a subsidiary of a public company shall be made only with the approval of the Central Government unless such appointment is made in accordance with the conditions specified in Parts I and II of Schedule XIII and a return in the prescribed form is filed within ninety days from the date of such appointment. There is violation of Section 269(2). Sub- ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... -section (8) of Section 269 says that on receipt of a reference under sub-section (7), the Tribunal shall issue notice to the company, its Managing Director, Director or other officers responsible for complying with the requirements of Schedule XIII to show cause as to why such appointments shall not be terminated and why penalties provided under sub-section (10) shall not be imposed. In the case on hand, no such course of action was initiated by the Central Government. 14. Sub-section (9) of Section 269 says that the Tribunal may terminate the appointment if it is in contravention of requirements of Schedule XIII. Sub-section (10) of Section 269 says that the Tribunal may, while passing an order declaring there is contravention of requi ..... X X X X Extracts X X X X X X X X Extracts X X X X
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