Ravikumar Duraisamy, Member - (1.) The present Company Application is filed before the then Hon'ble Company Law Board, Chennai (CLB). Since the National Company Law Tribunal (NCLT), Hyderabad has been constituted for the cases pertaining to the states of Telangana and Andhra Pradesh, the case is transferred to this Bench. Hence, we have taken it on records of NCLT, Hyderabad Bench and deciding the case.
(2.) The present Company Application is filed by the Applicants under Section 621A of the Companies Act, 1956 for compounding the offences under Section 217 of the Companies Act, 1956 before the Hyderabad Bench of NCLT, praying the Tribunal to take a lenient view in compounding the offences committed under the Companies Act, 1956.
(3.) The brief facts of the case as averred in the Application are as follows: a. Deccan Chronicles Holdings Limited (hereinafter referred to as "Company") was incorporated on 16th December, 2002, 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. Section 217 (3) reads as follows: The Board shall also be bound to give the fullest information and explanations in its report aforesaid, or in cases falling under the proviso to section 222, in an addendum to that report, on every reservation, qualification or adverse remark contained in the auditors' report. e. The Applicants submitted that: i) The Statutory Auditors in their report dated 26.06.2009 and the balance sheet as at 31.03.2009 have qualified that "Transactions made in pursuance of contracts and arrangements entered in the register Under section 301 of the Companies Act 1956 and exceeding the value of Rs. 5 lakhs with any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at relevant time except for certain item of inventories and fixed assets, advertisement sold which are for the specialised requirements of buyer for which suitable alternatives are not available to obtain comparable quotations. iii) Provisions of Section 217(3) are applicable only when there's any adverse remarks, reservation or qualification contained in the auditor's report. With reference to the balance sheet as at March 31, 2009, the Board had not made out the proper explanation to the Auditors qualifications in their directors' report dated 26.06.2009 due to remarks given by the Auditors are general in nature and not adverse remarks, reservation or qualification and are in the form of observation only and there was no other intention on the part of the Board to violate the provisions of section 217 of the Companies Act, 1956. iv) it was stated that in view of the above circumstances, reasons and facts and Show Cause notice No. RAP/209A/DROC(SRD)/CK/DCHL/Sec.217(193)/2014/1148/10, dated 05.08.2014, issued by the Registrar of Companies, Hyderabad for Andhra Pradesh and Telangana, the petitioners are filling Application suo-motu for compounding of offence under Section 621A of the Companies Act, 1956.;