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Judgment
Kishore Vemulapalli, Member (Judicial)
It is a Company Petition filed on 09/10/2020 under Section 441 of Companies Act, 2013 by Chrysal Balaji Buildcon Private Limited for compounding the default u/s 96 of Companies Act, 2013 r/w Section 168 of the Companies Act, 1956 committed by the Company and its Directors.
Applicants in Default:
Chrysal Balaji Buildcon Private Limited - Company
Mr. Vijay Shashikant Chindarkar -Director
Mr. Shivaji Rakhamaji Walake -Director
Mr. Jerry David -Director
Mr. Ulhas Naik -Director
Section Violated:
Section 96 of the Companies Act, 2013 r/w Section 168 of the Companies Act (corresponding to section 99 of the Companies Act, 2013).
Nature of Violation:
As per the submission made in the Report of Registrar of Companies, Mumbai and from the submissions made in the Compounding Application, it is observed that Company has not held the Annual General Meeting for the Financial Year 2014-15 to 2018-19 as per the provisions
Section 166 of the Companies Act, 1956 r/w Section 96 of the Companies Act, 2013 within the prescribed period.
As per the provisions of Section 129(2) and Section 96 of the Companies Act, 2013, the Applicant Company was required to place the Balance Sheet and Statement of profit & loss account at the Annual General Meeting of the Members of the Company and conduct Annual General Meeting within 6 months from the end of the Financial Year. However, the Balance Sheet and Statement of profit and Loss Account were placed before the member beyond the time prescribed under section 96 of the Companies Act, 2013. The Balance Sheet and Profit Account were placed before the members at the Annual General Meeting held beyond the prescribed time which are stated as follows:
a. For the financial year ended 31.03.2015, the due date to hold the Annual General Meeting was 30th September 2015. However, the Company held its Annual General Meeting on 30.11.2019.
b. For the financial year ended 31.03.2016, the due date to hold the Annual General Meeting was 30th September 2016. However, the Company held its Annual General Meeting on 30.11.2019.
c. For the financial year ended 31.03.2017, the due date to hold the Annual General Meeting was 30th September 2017. However, the Company held its Annual General Meeting on 30.11.2019.
d. For the financial year ended 31.03.2018, the due date to hold the Annual General Meeting was 30th September 2018. However, the Company held its Annual General Meeting on 30.11.2019.
e. For the financial year ended 31.03.2019, the due date to hold the Annual General Meeting was 30th September 2019. However, the Company held its Annual General Meeting on 30.11.2019.
The Registrar of Companies, Mumbai forwarded the compounding application vide his letter No. ROC/441/KA/2020/10 dated 19.10.2020 and the same has been accompanied to the Company Petition No. 1242/441/NCLT/ MB/2020.
We have gone through the Petition of the Petitioners and the report submitted by the Registrar of Companies, Mumbai and also the submissions made by the Ld. Counsel for the Petitioners at the time of hearing and noted that petition made by the petitioners for compounding of offence committed under Section 96 of the Companies Act, 2013 r/w Section 168 of the Companies Act, merits consideration.
Having regard to the facts and circumstances of the case, the offence committed under Section 96 of the Companies Act, 2013, as stated and explained above in first para is compounded against the Petitioners, on payment of Rs.2,00,000/- by the company and Rs.50,000/- each by Directors of the company totaling to Rs.4,00,000/- (Rupees Two Lakh only). The remittance shall be made to the “Bharatkhosh” account in favour of “Pay and Accounts Officer, Ministry of Corporate Affairs, Mumbai”. The directors should pay the penalty from their respective personal accounts. The Registrar of Companies, Mumbai is hereby directed to take further action as provided under Section 621A(3)(c)(d) of the Companies Act, 1956 read with Section 441 (3)(c) (d) of the Companies Act, 2013. The RoC shall give effect of this Order only after perusal of the Compliance report of compounding fine imposed.
Accordingly, the Company Petition (C.P.:1242(MB)/2020) is hereby allowed.