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2014 (4) TMI 1021 - DELHI HIGH COURTCompounding of offense u/s 25(8) and Section 192 of the Companies Act, 1956 - Special Resolution passed at Extraordinary General Body Meeting (EOGM) of the company not been filed with the Registrar of Companies, within the period of 30 days of passing the same - Held that:- Appellant cannot be aggrieved by the impugned order of the Company Law Board compounding certain defaults which are voluntarily disclosed by the company. It is also not in dispute that the Resolution passed in the 36th EOGM had not been registered. Thus, admittedly a default under Section 192 had occurred and the same has been compounded. The appellant cannot make any grievance in this regard. The appellant also cannot be aggrieved by compounding of an alleged offense under Section 25 as it is the case of the appellant that no such offense had occurred. The principal grievance of the appellant is not against the compounding of the alleged offences but against the introduction of a new set of Articles of Association, which the appellant contends is without due sanction of the members of the company. It is not necessary in these proceedings to adjudicate whether a new set of Articles of Association has been filed or whether the same has the approval of the members of the respondent company. The appellant is at liberty to raise such contentions in appropriate proceedings. It is open for the appellant to institute such action as may be advised to challenge the set of Articles which will be considered by the appropriate forum completely uninfluenced by the impugned order passed by the Company Law Board. This clarification would adequately protect the appellant as the impugned order cannot not be considered as legitimising any action of the company which may otherwise be unlawful. The import of the impugned order is only to compound the specified defaults, if any, under the Act. - Decided against the appellant.
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