VIAVI SOLUTIONS INDIA (P ) LTD Vs. REGISTRAR OF COMPANIES, NCT DELHI & HARYANA
NATIONAL COMPANY LAW TRIBUNAL
VIAVI SOLUTIONS INDIA (P ) LTD
REGISTRAR OF COMPANIES, NCT DELHI And HARYANA
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Sudhansu Jyoti Mukhopadhaya, Chairperson -
(1.)As all these appeals preferred by common appellants and similar question of law and grievance raised, they were heard together and disposed of by this common judgment. Since 1st November 2011 onwards for about four to five years, the appellants contravened different provisions of Companies Act, 1956, which attracted punishment of fine etc. In regard to separate five contraventions of different periods, the appellants preferred five separate applications under Section 621A of the Companies Act, 1956, (equivalent to Section 441 of the Companies Act, 2013) for compounding offence(s). By separate order(s) and judgment(s), the National Company Law Tribunal (hereinafter referred to as the "Tribunal"), New Delhi Bench compounded the offences and imposed fine on each of the defaulting parties. The appellants being not satisfied have challenged the impugned orders in these appeals.
(2.)The appellants have assailed the impugned orders on following grounds:--
(i) The Tribunal failed to appreciate the objective of Section 621A of the Companies Act, 1956 as the same is not punitive and, therefore, no harsh and burdensome punitive order can be passed.
(ii) The Tribunal failed to consider that for the similar contraventions, the then Company Law Board had taken lenient view and less fine have been imposed.
(iii) The Tribunal failed to consider that the delay in compliance was not intentional and was due to ongoing management/organizational changes within the holding company and the composition fee imposed by Tribunal is disproportionate to the alleged technical default which was beyond the control of the management/appellants.
(iv) The defaults were subsequently rectified by appellants and the appellant(s) suo motu preferred compounding applications prior to penal order.
(3.)The main thrust of the arguments was that the then Company Law Board ('CLB' for short), earlier in similar petitions for composition of offences under Section 621A used to impose lessor fine for violation of similar provisions.
Learned counsel for the appellants relied on orders passed by the then CLB in Company Application No. 16/239/2015-CLB wherein for contravention of Section 210 of the Companies Act, 1956, the then Company Law Board by Order dated 4th September 2015, compounded the offence on payment of Rs. 50,000/- each by the Managing Director and the Whole time Directors.
In Company Application No. 16/226/2015-CLB, by order dated 4th September 2015, the then Company Law Board compounded the offence under Section 220 of the Companies Act, 1956 for a sum of Rs. 25,000/- each to be paid by the Managing Director and other Directors.
In Company Application No. 16/25/2010-CLB, the then Company Law Board compounded of the offence under Sections 210(3)(b), 166(1), 220 and 159 of the Act 1956 for Rs. 20,000/- each payable by the defaulters.
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