9911796707
TMI Blog1994 (5) TMI 274X X X X Extracts X X X X X X X X Extracts X X X X ..... icer, authorised under Section 209A of the Act, noticed that, vide board resolution passed on December 19, 1990, Ms. Mallika Srinivasan, daughter of the applicant herein, was approved for appointment as vice-president with effect from April 1, 1990; on certain terms and conditions as mentioned in the resolution. The Registrar of Companies, Tamil Nadu at Madras, issued a show-cause notice which was received by the applicant on December 15, 1993, inviting the attention of the applicant to the provisions of Section 299(1) of the Act pointing out that the applicant herein had not disclosed his interest in the appointment of the said vice-president being his relative and also asked the applicant to show cause as to how he participated in passing ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lready compounded the offences under Section 299 and Section 300. In other words, the applicant had already admitted to have violated the provisions of Section 299 and the cause of action in the present application is the outcome of the violation of Section 299. 5. It was urged during the hearing that the applicant made an application for compounding the alleged offence under Section 299 only because prosecution has been launched and to mitigate the difficulties arising therefrom the compounding application was preferred. The fact of having compounded this offence, it was further urged, should not stand in the way of my having a re-look at the alleged violation of Section 290 especially when full facts relating to the same are placed bef ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n extraordinary general meeting on January 18, 1991, to get the approval of the shareholders on various resolutions, inter alia, including the revision of terms of remuneration in respect of Ms. Mallika Srinivasan. The said item reads as follows : Revision of terms of remuneration in respect of Ms. Mallika Srinivasan, a relative of chairman and managing director of the company . 7. The disclosure of interest by a director has been provided for in Section 299 only with a view to ensure that a director who occupies a fiduciary position in the company should disclose his interest in any arrangement or contract either directly or indirectly so that the company is in a position to know whether he is acting in any way prejudicial to the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ointment of Ms. Mallika Srinivasan as an executive director (planning and co-ordination), in the same meeting, i. e., on December 19, 1990, vide item 12, there is a specific mention that Ms. Mallika Srinivasan was a relative of the applicant. As a matter of fact the proposal to put this item for consideration by the general body arose only because of the subsisting relationship between the applicant and the appointee. No doubt the applicant has not followed the letter of law by not disclosing his interest while passing the resolution, which according to him also is not correct in the sense there were some defects in minuting of the discussions, but in spirit he had done so especially when we look at item 12 of the same board meeting. Even S ..... X X X X Extracts X X X X X X X X Extracts X X X X
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