TMI Blog2023 (6) TMI 71X X X X Extracts X X X X X X X X Extracts X X X X ..... is also admitted case of the appellant that the appellant has committed default under Section 166 of the Companies Act, 1956 and for such default penalty is prescribed under Section 168 of the Companies Act, 1956. If there is default in holding Annual General Meeting the company and every officer of the company in default shall be punishable with fine. The appellant in the present case himself has admitted default and this was the reason that he was also a joint applicant before the NCLT. Once the appellant has admitted his default and thereafter approached the Tribunal for compounding the offence there was no ground for the appellant to assail the order of the compounding passed by the NCLT. Learned NCLT virtually has allowed the compounding application and as per legal position reduced the penalty. It is evident that as per calculation chart/report of the ROC the maximum fine was to be imposed on the appellant was to the extent of Rs.1,32,65,000/-. However, the Learned NCLT has reduced the said fine to the 1/5th of maximum fine and appellant has been imposed fine of Rs.26,53,000/-. It is further clear from the impugned order that the learned NCLT has taken consistent stand in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... June, 2019. The appellant further admitted that he may be deemed to be officer in default for the contravention of the provision of Section 166/96 of the Companies Act, 1956/2013 for a total period of 2905 days and details of the default was enumerated as follows:- Due Date of AGM Date of AGM/Date of Cessation Relevant Period of days as applicable to Applicant No. 6 30th September, 2013 24th September, 2015 724 days 31st December, 2014 29th September, 2016 638 days 30th September, 2015 29th September, 2017 730 days 30th September, 2016 28th September, 2018 (date of AGM)/ 12th December, 2017 (date of cessation) 26th September 2018 (date of appointment) 440 days 30th September, 2017 16th July, 2019 (date of AGM)/12th December, 2017 (date of cessation) 26th September, 2018 (date of appointment) to 2nd January, 2019 (date of cessation) 6th May, 2019 to 10th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 day * 724 days)=Rs.18,60,000 Ms Madhurima Bakshi - Rs.50,000+ Rs.18,10,000 (2500 Fine Per day * 724 days)=Rs.18,60,000 Mr Salil Gulati - Rs.50,000+ Rs.18,10,000 (2500 Fine Per day * 724 days)=Rs.18,60,000 Mr Devinder Kumar Jain - Rs.50,000+ Rs.18,10,000 (2500 Fine Per day * 724 days)=Rs.18,60,000 For F.Y. 2013-14 Name of applicants Minimum Fine Maximum fine Connaught Plaza Restaurants Private Ltd - ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... aught Plaza Restaurants Private Ltd - Rs.1,00,000+ Rs.36,40,000 (Rs 5000 Fine Per day * 728 days)=Rs.37,40,000 Ms Aysel Melbye - Rs.1,00,000+ Rs.36,40,000 (Rs 5000 Fine Per day * 728 days)=Rs.37,40,000 Mr. Robert Dale Larson - Rs.1,00,000+ Rs.36,40,000 (Rs 5000 Fine Per day * 728 days)=Rs.37,40,000 Ms Vikram Bakshi - Rs.1,00,000+ Rs.36,40,000 (Rs 5000 Fine Per day * 728 days)=Rs.37,40,000 Ms Madhurima Bakshi - Rs.1,00,000+ 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rned NCLT has passed the impugned order wherein after compounding the offences, imposed the fine to the extent of 1/5th of maximum fine and appellant herein was imposed fine of Rs.26,53,000/-. The said order has been assailed in the present appeal. Learned counsel for the appellant Mr. Munawwar Nasim, assailing the impugned order has argued that the learned NCLT has committed error in imposing fine and also has incorrectly placed reliance on judgement of this Tribunal in Viavi Solutions India Pvt Ltd Others Vs Registrar of Companies, NCT Delhi and Haryana in Company Appeal (AT) No.49, 50, 51, 52 and 53 of 2016 which was decided on 28th February, 2017. Learned counsel for the appellant tried to persuade the Court that the Learned Tribunal has itself noticed that the appellant herein was only an Alternate Director and as such he was not required to be imposed any fine. It has further been argued that excessive fine has been imposed by the Learned Tribunal which requires to be interfered with. Ms Shankari Mishra, learned counsel has appeared on behalf of ROC and opposed the appeal. She submits that there is no apparent error in the impugned order and appeal is fit to be reject ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ompany is situate: Provided that annual general meeting of an unlisted company may be held at any place in India if consent is given in writing or by electronic mode by all the members in advance. Provided further that the Central Government may exempt any company from the provisions of this subsection subject to such conditions as it may impose. Explanation. For the purposes of this sub-section, ―National Holiday‖ means and includes a day declared as National Holiday by the Central Government. 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. It is also admitted case of the appellant that the appellant has committed default under Section 166 of the Companies Act, 1956 and fo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... under sub- section (1) of section 167, the company, and every officer of the company who is in default, shall be punishable with fine which may extend to five thousand rupees and in the case of a continuing default, with a further fine which may extend to two thousand and five hundred rupees for every day after the first during which such default continues] On examination of the aforesaid provisions it is clarified that if there is default in holding Annual General Meeting the company and every officer of the company in default shall be punishable with fine. The appellant in the present case himself has admitted default and this was the reason that he was also a joint applicant before the NCLT. Once the appellant has admitted his default and thereafter approached the Tribunal for compounding the offence there was no ground for the appellant to assail the order of the compounding passed by the NCLT. Learned NCLT virtually has allowed the compounding application and as per legal position reduced the penalty. It is evident that as per calculation chart/report of the ROC the maximum fine was to be imposed on the appellant was to the extent of Rs.1,32,65,000/-. However, the Learned ..... X X X X Extracts X X X X X X X X Extracts X X X X
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