Ravikumar Duraisamy, Member -
(1.)The present application is filed by the Applicants under Section 621A of the Companies Act, 1956 for compounding the offences under Section 297 of the Companies Act, 1956 before the Hyderabad Bench of NCLT, praying the Tribunal to take lenient view in compounding the offences committed under the said Act and impose minimum consolidated compounding fee.
(2.)The brief facts of the case as averred in the petition are as follows:
a. The Applicant Company is a Company which was incorporated on 16th December, 2002 in the name and style of Deccan Chronicle Holdings Limited under the provisions of the Companies Act, 1956 and registered as a Limited Company with the Registrar of Companies, Hyderabad (RoC) having CIN L22122AP2002PLC040110.
b. The present Authorised Share Capital of the Company is Rs. 70,00,00,000/- (Rupees Seventy Crore only) divided into 35,00,00,000 Crore (Thirty Five Crore) Equity Shares of Rs. 2/- each out of which Rs. 41,79,44,438/- (Forty One Crores Seventy Nine Lakhs Forty Four Thousand Four Hundred Thirty Eight only) divided into 20,89,72,219(Twenty Crores Eighty Nine Lakhs Seventy Two Thousand Two Hundred and Nineteen only) Equity Shares of Rs. 2/- each have been issued and have been fully subscribed and paid up.
c. The main objects of the Applicant Company are to carry on business of printers and publishers of newspapers, magazines, periodicals, journals, books and pamphlets and other library works in different languages and to carry on all or any of the business of printers, publishers, stationers, lithographers, typefounders, sterotypers, electrotypers, off-set printing, photographic printers, photolithographers, chrome-lithographers, engravers, diesinkers, book binders, card printers, Calendar printers, translators, paper and ink and or other stationery goods, book sellers, advertising agents, Engineers, and dealers in or manufacturers of or importers and exporters of any other article, goods, finished or unfinished or other things of a character or kind similar or analogous to the forgoing of any of their connected directly or indirectly with them, etc.
d. As per Section 297(1) of the Companies Act, 1956, a Company having a Paid-up Share Capital of Rs. 1,00,00,000/- (Rupees One Crore only) or more is required to obtain prior approval from the Central Government for entering into contract/to carry out any transactions with the Director of the Company or his relatives(s) or a firm in which such Director or his relative is a partner or any other partner in such a firm or a private Company of which the Director is a member or Director.
e. The Applicants submitted that the Applicant Company will give party wise details with respect to the related parties in future and undertook to comply with the provisions of Section 297 of the Companies Act, 1956
f. The Applicants further submitted that the contravention under Section 297 of the Companies Act, 1956 for obtaining prior approval from the Central Government for the said transactions is due to exigency of the nature of transaction and that the urgency to execute the transaction except the said there is no other intention or otherwise to violate the provisions of the Companies Act, 1956.
g. Subsequently, a show cause notice RAP/209A/DROC (SRD)/CK/DCHL/Sec. 297/2014/1148/11 dated 05.08.2014 was issued by the Deputy Registrar of Companies, Hyderabad for the states of Andhra Pradesh and Telangana. Accordingly, the Applicants stated that they have filed the present application suo-motu for compounding of offence under Section 621A of the Companies act, 1956.
h. It is also submitted that the defaults committed by the Applicants inadvertently and without any mala fide intentions on the part of the Applicants and it is not likely to cause any prejudice to either the Applicant Company, or to its members or creditors. It is further submitted by the Applicants that they will take due care in future to ensure that there is no default in compliance with the provisions of the Companies Act, 1956 regarding the matter in question.
(3.)We have heard the Learned Counsel for the Applicants and also perused the RoC report and other connected case records available in the file.