IN RE Vs. CARPET EXPORT PROMOTION COUNCIL AND ORS
LAWS(NCLT)-2016-12-6
NATIONAL COMPANY LAW TRIBUNAL
Decided on December 08,2016

IN RE Appellant
VERSUS
CARPET EXPORT PROMOTION COUNCIL AND ORS Respondents


Referred Judgements :-

V.L.S. FINANCE LTD VS. UNION OF INDIA [REFERRED TO]


JUDGEMENT

H.P. Chaturvedi, Member - (1.)The Case is fixed for passing order under Section 441 read with Section 92 of Companies Act, 2013, whereby the petitioner has prayed the relief to compound the alleged default/offences under Section 92, of Companies Act, 2013. As the Company had failed to file its statutory returns (Annual Return) within prescribed period to the office of registrar of companies. Mr. Anil Kumar PCS, appearing for petitioner pursuant to the direction of this tribunal also submitted Written Submissions dated 28.11.2016. In his Written Submissions he has duly explained the reason for delay occurred in filing annual return specifically in Para 6 of Written Submissions. For convenience para 6 to 8 of Written submission are reproduced below:
6. That the delay occurs due to the following reasons:

I. The Elected Members of the Committee of Administration are small exporters of Carpets from all Over India.

II. Most of the Elected Members do not have their DIN Number as they are either from Proprietorship firm or Partnership firm and do not possess DIN Number.

III. For obtaining DIN Number the Petitioner Company has to obtain DSC and thereafter apply for DIN.

IV. To complete the above processes the Petitioner Company took more than 4 months.

V. The Petitioner Company on completion of the formalities filed the Annual Return.

VI. The Petitioner Company has paid the prescribed fee for delay filing of Annual Return for the year 2013-14 in compliance with Section 403 of the 2013 Act.

That the aforesaid omission on the part of the Petitioner Company was on account of oversight and is bonafide and unintentional.

7. That the Petitioner Council submits that the default of not complying with the requirement of the Companies Act is not a willful default by the Petitioner Company end the violation has since been complied and overall Period of default from 08.11.2014 to 25.02.2015 i.e. 109 days.

8. That the Petitioner Company and its Directors acted bona-fide and diligently upon the said violation of Section 92 under the new Ac), 2013, coming to their knowledge. The violation of the requirement contained in the said section has been made good by the Petitioner Company.

In view of above peculiar facts and circumstances of the case it is most respectfully prayed that this Hon'ble Tribunal may be pleased to:

a. The Hon'ble Board be pleased to compound the alleged default/offence under the provisions of the Companies Act, 201: for the period 08.11.2014 to 25.02.2015 i.e. 109 days, by taking lenient view.

b. Such further Order or other Orders be made and or directions be given as it may deem fit and proper.

(2.)We have considered the submission of the learned PCS appearing for the petitioner. The office of Registrar of Companies has proposed to launch the prosecution against the Company for the violation of Section 92(5)(6) of Companies Act, 2013.
(3.)We examined the contents of the compounding petition. The petitioner has explained that petitioner company is an association of non-profitable organization and is incorporated as a Company Limited by Guarantee under Section 25 of Companies Act, 1956, incorporated on 12.12.1982. The members of the petitioner company are not equity holder hence they are not entitled to share profit and loss if any.
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