IN RE Vs. PERSONAL PERFORMANCE CONSULTANTS INDIA (P ) LTD
LAWS(NCLT)-2016-10-15
NATIONAL COMPANY LAW TRIBUNAL
Decided on October 07,2016

IN RE Appellant
VERSUS
PERSONAL PERFORMANCE CONSULTANTS INDIA (P ) LTD Respondents

JUDGEMENT

- (1.)The Petition was originally filed before the Company Law Board, Southern Region. Chennai under Section 621A of the Companies Act, 1956 for purpose of compounding for violation of provisions of section 299 of the Companies Act, 1956. It was numbered as C.A. 292/621A/CB/2014. Consequent upon the establishment of National Company Law Tribunal Bench at Bengaluru, the said case was transferred to this Tribunal on abolition of Company Law Board, Southern Region, Chennai Bench and renumbered as T.P. 134/2016. The averments in the petition are briefed hereunder:
The 1st applicant is a company Registered under the name and style of "PERSONAL PERFORMANCE CONSULTANTS INDIA PRIVATE LIMITED" incorporated vide Registration No. U74910KA2005PTC036515 on 09/06/2005. The Registered office of the company is situated at 2nd Floor, No. 570 & 571, 3rd Block, Koramangala, Bangalore-560034. The Applicant Nos. 2 and 4 are Directors of the Applicant Company and Applicant No. 3 was the past Director of the applicant company. The Authorized share capital of the applicant company as per averments in the petition as on 31/03/2014 is Rs. 2,00,00,000/- (Rupees Two Crores only) consisting of 20,00,000 (Twenty lakhs) Equity Shares of Rs. 10/- each.

(2.)The Main objects of the Applicant Company is to carry on the business of providing the services of employee assistance programmes including but not limited to provision of systematic counselling service programmes, staff and management consultation etc.
(3.)It is averred in the Petition that the Directors have submitted their general notice of disclosures as required under sub-section (3) of section 299 of the Companies Act, 1956 for the financial years 2012-13 and 2013-14. However, the Board could not convene any Board Meetings during the financial year 2012-13 and 1st two quarters of financial year 2013-14 and as a result the general notice of disclosure given by the Directors as per the provisions of sub-section (3) of section 299 of the Companies Act, 1956 could not be taken note and read in the Board Meeting and thereby non-compliance of sub-section (3) of section 299 of the Companies Act, 1956. In fact in the Board Meeting held on 20/05/2014 the company had taken note of the general notice of disclosures submitted by the Directors under sub-section (3) of section 299 of the companies Act, 1956 for the financial years 2012-13 and 2013-14.
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