- (1.) The petitioners hG filed this application u/s 441 of the Companies Act, 2013 praying for compounding of the offence u/s 231 of the Companies Act, 1956 and u/s 146 of the 2013 Act having defaulted in sending notices of the AGM and EGM to the Statutory Auditors of the Company for the Financial years 2010-2011 to 2016-2017. It is submitted that the said error was inadverted on account of a bonafide mistake and remedial steps have been taken for issuance of notice to the Auditors for the present AGM.
(2.) As per Section 231 of the 1956 Act:- 'All notices of, and other communications relating to, any general meeting of a company which any member of the company is entitled to have sent to him shall also be forwarded to the auditor of the company; and the auditor shall be entitled to attend any general meeting and to be heard at any general meeting which he attends on any part of the business which concerns him as auditor." As per provisions of Section 146 of the Companies Act, 2013; "All notices of, and other communications relating to, any general meeting shall be forwarded to the auditor of the company, and the auditor shall, unless otherwise exempted by the company, attend either by himself or through his authorized representative, who shall also be qualified to be an auditor, any general meeting and shall have right to be heard at such meeting on any part of the business which concerns him as the auditor"
(3.) The aforesaid offence is punishable u/s 232 of the 1956 Act and u/s 147 of the Companies Act 2013. Accordingly, RoC has recommended the fine as Rs. 5,000/-on the company for every default during the financial years 2011 to 2013 and Rs. 5,00,000/- for every default during the financial years 2014 to 2016. There are stated to be 9 defaults attracting the fine u/s 232 of the Companies Act 1956 and 6 defaults attracting the fine u/s 147 of the Companies Act 2013.;