TMI Blog2018 (3) TMI 26X X X X Extracts X X X X X X X X Extracts X X X X ..... yment of fine of ₹ 20,000/- (Rs. Twenty Thousand) and further individual Directors/Applicants shall have to pay fine of Rs. l0000/- (Rs. Ten Thousand). Such amount of fine shall be payable to Central Govt. through the office of the RoC, from the account of petitioner company and or individually by its the then Director, which may be practicable for implementation of this courts direction. The petitioner company make payment of additional fine of ₹ 100 per day for causing delay in convening of its AGM to regularise the delay cause in convening of the AGM for 2016. - Company Application No. 93/ALD/2016 - - - Dated:- 8-12-2017 - MR . H . P . CHATURVED, JJ . For The Petitioner : Abhishek Mishra, PCS For The Central Govt . : Pradeep Singh Sisodia, CGSC ORDER / JUDGEMENT 1. Thc Present Application is filed before this Bench of NCLT by the Applicant company UTTARAKHAND PARVATIYA AAJEEVIKA SANVERDHAN COMPANY along with its Directors namely Mr. S. Raju (Director), Mr. Y.K. Pant (Managing Director) Mr. A.K Rajput (Director) seeking for compounding of alleged offence for violation of Sections 96 and 99 of the Companies Act, 2013, ther ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... participation in local institution and decision making process . ( d ) Emphasize micro - finance, including savings and thrift, and micro - insurance product . ( e ) Increase awareness of the needs to preserve and regenerate natural resources, particularly water, forest and biodiversity, and ( f ) Implement the project model in a highly participatory and democratic manner . 2 . To enhance the livelihood opportunities for the poor by providing and enabling the provision of financial services, business development services and capability building as may help in improving the livelihood through an integrated approach . 3 . To provide Business Development Services including demonstration, training, consultancy and advisory services on all matters and problems relating to technical industries, civil, administration, finance and organisation management, commencement and expansion of the enterprise, purchasing techniques, production, purchases, sales, material and cost control, quality control, marketing, advertising, publicity, personnel, information technology services, development and transfer, backward and forward business linkage pr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... concedes with this fact that, it failed to comply with the statutory provision of the Section 96 of the Company Act and is liable to pay penalty determined under the provision of Section 99 of the Act. The Section 99 of the Companies Act, 2013 reads as under: 99. Punishment for default in complying with provisions of sections 96 to 98. If any default is made in holding a meeting of the company in accordance with section 96 or section 97 or section 98 or in complying with any directions of the Tribunal, the company and every officer of the company who is in default shall be punishable with fine which may extend to one lakh rupees and in the case of a continuing default, with a further fine which may extend to five thousand rupees for every day during which such default continues . 8. That the Company has already filed an application to the Registrar of Companies, Uttarakhand in Prescribed format in GNL 1 (Annexure-4), and all statutory documents have been filed physically in the office of RoC, Kanpur. 9. It is further submitted that the compounding fee would be remitted by the Applicants, when the offence alleged and stated in the petition is compounded through the o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ter the day-to-day affair of the Company/business was not attending the affair of the company, despite repeated reminders issued to him. Therefore, a conscious decision was taken by replacing him by another Consultant Company Secretary. It is only later on after his replacement, it was pointed out to the Board of the Company to conduct the annual meeting and for filing necessary application for compounding the delay caused. 14. We have carefully gone through the above stated contents of the pleading of the and petition affidavits of Directors of the petitioner Company as well as we heard the rival submissions made by the counsel/PCS for both parties e.g. of Shri Abhishek Mishra, learned PCS for the petitioner Company and Shri Pradip Singh Sisodia, learned CGSC for the Central Govt. RoC, Kanpur. 15. It is now a settled position under the provisions of Companies Act that an offence punishable under the Companies Art, 2013, whether offence committed by the Company itself or by its Officer which attract the punishment with fine only can be compounded by this Tribunal, either before or after the institution of any prosecution. It is also provided that while compounding such offenc ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... er authorised by the Central Government, as the case may be, may specify; Provided that the sum so specified shall not, in any case, proceed the maximum amount of the fine which may be imposed for the offence so compounded : Provided further that in specifying the sum required to be paid or credited for the compounding of an offence under this sub - section, the sum, if any, paid by way of additional fee under sub - section ( 2 ) of section 403 shall be taken into account . Provided also that any offence covered under this sub - section by any company or its officer shall not be compounded if the investigation against such company has been initiated or is pending under this Act . ( 2 ) Nothing in sub - section ( 1 ) shall apply to an offence committed by a company or its officer within a period of three years from the date on which a similar offence committed by it or him was compounded under this section . 19. Further, the legal position in respect of jurisdiction and power of this court or the Company Law Board seems to have been well settled by the Apex Court and others judicial Fora, wherein it is held that the Company Law Bo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Code of Criminal Procedure and the power to accord permission is conferred on the court excepting those offences for which the permission is not required . However, in view of the non - obstante clause, the power of composition can be exercised by the court or the Company Law Board . The legislature has conferred the same power to the Company Law Board which can exercise its power either before or after the institution of any prosecution whereas the criminal court has no power to accord permission for composition of an offence before the institution of the proceeding . The legislature in its wisdom has not put the rider of prior permission of the court before compounding the offence by the Company Law Board and in case the contention of the appellant is accepted, same would amount to addition of the words with the prior permission of the court in the Act, which is not permissible . As is well settled, while interpreting the provisions of a statute, the court avoids rejection or addition of words and resort to that only in exceptional circumstances to achieve the purpose of Act or give purposeful meaning . It is also a cardinal rule of interpretation th ..... X X X X Extracts X X X X X X X X Extracts X X X X
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