Ravikumar Duraisamy, Member - (1.) The Application was initially filed before the Hon'ble Company Law Board (CLB), Chennai Bench, Chennai. Since the National Company Law Tribunal (NCLT), Hyderabad Bench, has been constituted for the cases pertaining to the states of Andhra Pradesh and Telangana, the case is transferred to the Hyderabad Bench of NCLT, and we have taken the case on records of NCLT, Hyderabad Bench and deciding the case.
(2.) The present Application has been filed by the Applicants, under Section 621A of the Companies Act, 1956 for compounding the offence under Section 211(1) of the Companies Act, 1956. In this regard Form GNL-1 had been filed vide SRN C79600615, dated 23.02.2016 for compounding of the offence.
(3.) The brief facts of the case as mentioned in the Application are as follows: a. The Applicant Company Jagati Publications Limited was originally incorporated as Private Limited Company on 14.11.2006 and was converted into Public Limited Company on 12.01.2009 under the Companies Act, 1956 vide CIN U22212TG2006PLC051651 having its registered office at 6-3-249/1, Sakshi Towers, Road No. 1, Banjara Hills, Hyderabad, Telangana - 500 034. b. The present Authorised Share Capital of the Applicant Company is Rs. 1,20,00,00,000/- (Rupees One Hundred and Twenty Crores Only) divided into 12,00,00,000 (Twelve Crores) Equity shares of Rs. 10/- each and the present Paid up Share Capital is Rs. 1,06,55,84,810/- (Rupees One Hundred and Six Crores Fifty five Lakhs Eighty four Thousand Eight Hundred Ten only) divided into 10,65,58,481 (Ten Crores Sixty Five Lakhs Fifty Eight Thousand Four hundred Eighty One) Equity Shares of Rs. 10/- each. c. The main objects of the Applicant Company are to carry on business as a Publisher of daily, weekly, monthly, magazines, newspapers on topic of public interest, social cultural, art and musical production, general commercial, colour craft and process printers, lithographers, photographers, engravers, die makers, plan and chart printers press and advertising agents, contractors etc., d. As per the provisions of section 211(1) of the Companies Act, 1956 every balance sheet of a company shall give a true and fair view of the state of affairs of the company as at the end of the financial year and shall subject to the provisions of this section be in the form set out in Part-I of Sch. VI, or as near there as circumstances admit or in such other form as may be approved by the Central Government either generally or in particular case, and in preparing the balance sheet due regard shall be had, as far as may be, to the general instructions for preparation of balance sheet under the heading "Notes" at the end of the part. e. The Office of the Regional Director, South East Region, Hyderabad, during the inspection of books of accounts of the Company's Balance Sheet for the years 2006-07, 2007-08, 2008-09, 2009-10, 2010-11, 2011-12 and 2012-13 has observed that the Company has violated the provisions of Section 211(1) read with Schedule VI of the Companies Act, 1956. f. The Balance Sheet as at 31.3.2008 prepared by the company disclosed the Issued Capital as Rs. 81,91,80,010/- (Rupees Eighty One Crore Ninety One Lakhs Eighty Thousand and Ten only) falsely instead of disclosing the issued capital as Rs. 1,00,00,00,000/- (One Hundred Crores only) thereby resulting in disclosing false particulars of issued capital in the Balance Sheet as at 31.3.2008. This has resulted in violation of Section 211(1) of the Companies Act, 1956 read with Schedule VI of the Companies Act, 1956. g. For the allegations raised in the preliminary Findings Letter, the Company replied to Office of the Regional Director, South East Region, Hyderabad, stating that the Company has maintained books of accounts in line with the provisions of Section 211 read with part 1 and part 2 of Schedule VI to the Companies Act, 1956. h. The Applicants admit that inadvertently the Issued Capital was mentioned as Rs. 81,91,80,010/- (Eighty one Crores Ninety one lakhs Eighty thousand Ten only) instead of Rs. 1,00,00,00,000/- (One Hundred Crores) in Balance Sheet for 2007-08 (covering period 01.04.2007 to 31.03.2008). i. The Applicants submit that the default is not intentional and is not of such nature as would prejudice the interests of the members or creditors or others dealing with the applicants company. The applicants unequivocality declare that the said default is such as not to affect the public interest in any way, and no harm is caused to the public interest. j. It is further stated that it is the first offence that has come for compounding by the Applicants and as per Section 211(7) of the Companies Act, 1956, if any such person as is referred in sub-section (6) of the section 209 of the Companies Act, 1956 fails to take all reasonable steps to secure compliance by the company, as respects any accounts laid before the company in general meeting, with the provisions of this section and with the other requirements of this Act as to the matters to be stated in the accounts, he shall, in respect of each offence, be punishable with imprisonment for a term which my extend to six months, or with fine which may extend to ten thousand rupees, or with both. k. This is a fit case for grant of relief by Composition of offence and the Bench may kindly take a lenient view and may levy the Compounding fees reasonably.;