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TMI Blog2016 (10) TMI 1075X X X X Extracts X X X X X X X X Extracts X X X X ..... for a period of almost 3.5 years which is mandatorily required as per the law. In the light of aforesaid facts, circumstances and discussions of the case and comments of RoC asking the Tribunal to consider the Application by putting the Applicants to strict proof since the Applicants have not mentioned clearly as to how the offences were made good, and in the interest of justice, the prayer as sought by the applicants is premature and we are not inclined to consider the same at this stage. Therefore, the applicants are directed to approach the Central Government for approval of each of the related party transactions, which were entered with Flyington Frighters Private Limited, in accordance with section 297 of the Companies Act, 1956 and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e Capital of the Company is ₹ 70,00,00,000/- (Rupees Seventy Crore only) divided into 35,00,00,000 Crore (Thirty Five Crore) Equity Shares of ₹ 2/- each out of which ₹ 41,79,44,438/- (Forty One Crores Seventy Nine Lakhs Forty Four Thousand Four Hundred Thirty Eight only) divided into 20,89,72,219 (Twenty Crores Eighty Nine Lakhs Seventy Two Thousand Two Hundred and Nineteen only) Equity Shares of ₹ 2/each have been issued and have been fully subscribed and paid up. c. The main objects of the Applicant Company are to carry on business of printers and publishers of newspapers, magazines, periodicals, journals, books and pamphlets and other library works in different languages and to carry on all or any of the busi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 03.2011. f. The Applicants submitted that they did not obtain necessary prior approval of the Central Government for carrying out the above-mentioned transactions as the amount was given as advance on various dates for purchase of cargo aircraft and to meet legal and other connected expenditure on commercial prudence for the benefit of the Applicant Company and hence the Applicant Company felt that there is no contravention of the provisions of Section 297 of the Companies Act, 1956 in respect of such transactions. g. It was further submitted by the Applicants that there is no subsisting contract between the Company and Flyington Freighters Private Limited and the entire amount was realized back by the Company and duly accounted for i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lts committed by the Applicants are of technical nature, which were committed inadvertently and without any malafide intentions on the part of the Applicants and it is not likely to cause any prejudice to either the Applicant Company, or to its members or creditors as the Applicant Company has collected the entire amount advanced from Flyington Freighters Private Limited. It is further submitted by the Applicants that they will take due care in future to ensure that there is no default in compliance with the provisions of the Companies Act, 1956 regarding the matter in question. 3. We have heard the Learned Counsel for the Applicants, perused the ROC report dated 11.04.2016 and other connected case records available in the file. 4. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... .2013. Although there was a reply by the Applicant Company on 04.07.2013, it did not seem satisfactory to the ROC as they failed to comply with provisions of Section 297(1) of Companies Act, 1956. 6. Though the Applicants have stated that the present Application is filed suo-motu under Section 621A of the Companies Act, 1956 but it is noted that they have come before this Tribunal only after a show cause notice dated 05.08.2014 was issued by ROC. 7. Though the Applicant Company has stated that it has carried back all the amount advanced to the Flyington Frieghters Private Limited from the available records, the same appears to be without charging any interest for almost 3.5 years. We are of the considered view that just receiving ba ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s made in the Application that it is not likely to cause any prejudice to the Applicant Company, its members or creditors is totally not acceptable in view of the above discussions in pre-paras as the Applicant Company is a listed company having 37,991 shareholders. 10. The Company has stated that there is no subsisting contract between the Company and Flyington Freighters Pvt Ltd. With regard to the same, we are again of a considered view that giving an advance of more than ₹ 99 crores at various points of time, without any subsisting contract is not a judicious/acceptable business practise and any person with reasonable business knowledge would not conduct business/transactions involving such huge money (Rs. 99.45 Crores) without ..... X X X X Extracts X X X X X X X X Extracts X X X X
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