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TMI Blog2023 (6) TMI 71X X X X Extracts X X X X X X X X Extracts X X X X ..... the order for compounding the offence and directed the appellant to pay fine of Rs.26,53,000/-. By the said order the joint compounding application was disposed off. It is clarified that the joint application was filed by 7 applicants before the learned NCLT which included the company i.e. Connaught Plaza Restaurants Pvt Ltd. 2. The short fact of the case is that, as evident from the record, the appellant alongwith the Company and five others were held guilty under Section 96/99 of the Act. A joint application was filed before the Learned NCLT under Section 441 of the Act for compounding of offence for non-compliance of Section 166/96 of the Companies Act, 1956/2013. The said application was filed before the Learned NCLT by the company and six others which includes the appellant herein. In the application before the Learned NCLT the appellant was arrayed as Applicant No.6. The appellant stated before the learned NCLT that he held office of alternate director to Mr. Robert Dale Larson (applicant No.3) during the relevant period from 12th August, 2013 till 12th December, 2017 and was further appointed alternate director to Mr Robert Dale Larson from 26th September, 2018 till 2nd Ja ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nce of non-compliance with the provisions of Section 166/96 of Companies Act, 1956/2013 may be compounded for all the Applicants jointly i.e. for Company and on behalf of all the officers-in-default (Applicants). v) That such other or further order(s) be passed, and directions be given as the Hon'ble National Company Law Tribunal/Regional Director, Northern Region/Special Court may deem fit and proper in the facts of the case. After filing of the said application, in view of provisions contained in the Act, the Learned NCLT called for a report from the ROC and ROC submitted a detailed report in respect of default for the financial year 2012-13, 2013-14, 2014-15, 2015-16, 2016-17, and 2017-18 in respect of all the applicants which are as follows:- For F.Y. 2012-13 Name of applicants Minimum Fine Maximum fine Connaught Plaza Restaurants Private Ltd - Rs.50,000+ Rs.18,10,000 (2500 Fine Per day * 724 days)=Rs.18,60,000 Ms Aysel Melbye - Rs.50,000+ Rs.18,10,000 (2500 Fine Per day * 724 days)=Rs.18,60,000 Mr. Robert Dale Larson - Rs.50,000+ Rs.18,10,000 (2500 Fine Per day * 724 days)=Rs.18,60,000 Ms Vikram Bakshi - Rs.50,000+ Rs.18,10,000 (2500 Fine Per da ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ,00,000+ Rs.36,40,000 (Rs 5000 Fine Per day * 728 days)=Rs.37,40,000 Mr Salil Gulati - Rs.1,00,000+ Rs.36,40,000 (Rs 5000 Fine Per day * 728 days)=Rs.37,40,000 Mr Devinder Kumar Jain - Rs.1,00,000+ Rs.36,40,000 (Rs 5000 Fine Per day * 728 days)=Rs.37,40,000 For F.Y. 2016-17 Name of applicants Minimum Fine Maximum fine Connaught Plaza Restaurants Private Ltd - Rs.1,00,000+ Rs.32,70,000 (Rs 5000 Fine Per day * 654 days)=Rs.33,70,000 Ms Aysel Melbye - Rs.1,00,000+ Rs.32,70,000 (Rs 5000 Fine Per day * 654 days)=Rs.33,70,000 Mr. Robert Dale Larson - Rs.1,00,000+ Rs.32,70,000 (Rs 5000 Fine Per day * 654 days)=Rs.33,70,000 Ms Vikram Bakshi - Rs.1,00,000+ Rs.32,70,000 (Rs 5000 Fine Per day * 654 days)=Rs.33,70,000 Ms Madhurima Bakshi - Rs.1,00,000+ Rs.32,70,000 (Rs 5000 Fine Per day * 654 days)=Rs.33,70,000 Mr Salil Gulati - Rs.1,00,000+ Rs.32,70,000 (Rs 5000 Fine Per day * 654 days)=Rs.33,70,000 Mr Devinder Kumar Jain - Rs.1,00,000+ Rs.32,70,000 (Rs 5000 Fine Per day * 654 days)=Rs.33,70,000 For F.Y. 2017-18 Name of applicants Minimum Fine Maximum fine Connaught Plaza Restaurants Private Ltd - Rs.1,00,000+ Rs.17,35,000 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... at the appellant has admitted default and days of default to the extent of 2905 days was admitted by the appellant. At this juncture it would be apt to reproduce Section 96 of the Companies Act, 2013 which mandate annual general meeting by the company and also consequences for non-compliance of provisions contained in Section 96 or 97 or 98 of the Act. The Section 99 of the Act and Section 96 prescribe punishment for default. Both Section 96 and 99 of the Act are reproduced hereinbelow:- 96. Annual general meeting.- (1) Every company other than a One Person Company shall in each year hold in addition to any other meetings, a general meeting as its annual general meeting and shall specify the meeting as such in the notices calling it, and not more than fifteen months shall elapse between the date of one annual general meeting of a company and that of the next: Provided that in case of the first annual general meeting, it shall be held within a period of nine months from the date of closing of the first financial year of the company and in any other case, within a period of six months, from the date of closing of the financial year: Provided further that if a company holds its ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nd that of the next: Provided that a company may hold its first annual general meeting within a period of not more than eighteen months from the date of its incorporation; and if such general meeting is held within that period, it shall not be necessary for the company to hold any annual general meeting in the year of its incorporation or in the following year: Provided further that the Registrar may, for any special reason, extend the time within which any annual general meeting (not being the first annual general meeting) shall be held, by a period not exceeding three months.] (2) Every annual general meeting shall be called for a time during business hours, on a day that is not a public holiday, and shall be held either at the registered office of the company or at some other place within the city, town or village in which the registered office of the company is situate Provided that the Central Government may exempt any class of companies from the provisions of this sub- section subject to such conditions as it may impose: Provided further that- (a) a public company or a private company which is a subsi- diary of a public company, may by its articles fix the time fo ..... 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