R.P. Nagrath, Member - (1.) This is a suo moto petition filed by the Petitioner No. 1 company and its Managing Director Mr. Amit Mittal [Anil Mittal (sic)] for composition of the offences for which the Dy. Registrar of Companies, NOT of Delhi and Haryana issued a show cause notice dated 06.07.2016 (Annexure A-2) which is re produced as under:- WHEREAS, during the course of inspection it was observed from the books of accounts that the company has violated following provisions of Schedule VI R/W. Section 211(1) of the Companies Act, 1956:- i. It has been observed from Profit and Loss Account for the F.Y. 31.03.2011, 31.03.2012, 31.03.2013 and 31.03.2014 that the aggregate amount of company's unquoted and quoted investments and also the market value thereof has been disclosed separately as per requirements of Section 211(1) of the Companies Act, 1956. Hence the company and the officers in default are liable for penal action. ii. It has been observed from Profit and Loss Account as on 31.03.2011, 31.03.2012, 31.03.2013 and 31.03.2014 that the company has shown other income in Profit and Loss, but the nature of the miscellaneous income has not been disclosed. Hence there is violation of Section 211 read with Schedule VI of the Act for which the company and officers in default are liable for penal action. iii. It has been observed from Profit and Loss Account as on 31.03.2011, 31.03.2012, 31.03.2013 and 31.03.2014 that the company has made investments in various companies, but has failed to disclose the nature and mode of valuation of investments as per requirements of Section 211(1) r/w. Schedule VI and AS-13 of the Companies Act, 1956 for which the company and directors are liable for penal action. iv. It is observed from the Notes on Accounts attached with the Balance Sheet as at 31.03.2011, 31.03.2012, 31.03.2013 and 31.03.2014 that the same of the balances of the sundry debtors, sundry creditors are subject to confirmation in which include certain old balances and thus books of accounts of the company are not showing true and fair view of the affairs of the company as per requirements of Section 211 of the Act inter alia company has admitted the default and thus the company and officers in default are liable for penal action for violation of section 211 of the Act. v. It is observed from the Balance Sheet that the company has not given details of managerial remuneration separately as required pursuant to clause (i), (vi), (vii) of the note 4 part II of Schedule VI of the Act. vi. During the course of inspection, it is observed from Profit and Loss Accounts attached with the Balance Sheet as at 31.03.2011, 31.03.2012 and 31.03.2013 that exchange rate Fluctuation(net) amount has been show under the Head "Other Income", hence netting is against the basic spirit of the provisions of schedule VI of the Act. However, as per the provisions of the Companies act, 1956 Schedule-VI requires that if income is stated gross then the amount of TDS should be disclosed separately whereas there is no such disclosure in the said P7L as per requirements of Section 211(1) r/w. Sch. VI Part II to the Act and liable for the penal action. vii. It is observed the Balance Sheet as at 31.03.2011, 31.03.2012, 31.03.2013 and 31.03.2014 that Legal and Professional charges has not bean classified separately as per Part II of the Schedule VI of the Act, hence there is a violation of section 211 r/w. Schedule VI of the Act. viii. It is observed the Balance Sheet as at 31.03.2011, 31.03.2012, 31.03.2013 and 31.03.2014 that Repairs & Maintenance has been shown together, which has to be shown separately as per requirement of Para 3(x)(d) of Port it of Schedule VI of Section 211 of the Act. Thus, the provisions of Section 211 r/w. Schedule VI of the Act have been contravened. ix. It is seen from the Balance Sheet as at 31.03.2012 that the Financial Statements regarding outstanding recoverable of Rs. 64,381,729/- and Rs. 60,639,340/- behind deductions proposed/made by the respective customers on invoice raised by the company for the services rendered, price escalations an certain supply item and certain other items. There exists however material uncertainty in respect of the collectability of the above receivables. Pending the final outcome of the matter, no adjustments have been made in these financial statements, Hence the books of accounts does not show true and fair view of the affairs of the company and has violated the provisions of the Section 211(1) of the Companies Act, 1956. AND WHEREAS, the matter was taken up with the company by inspecting officer but the reply of the company on the said issues were not satisfactory. NOW THEREFORE, you are hereby called upon to show cause within 15 days from the date hereof as to why penal action as provided under Section 211(7) of the Companies Act. 1956 should not be initiated against you."
(2.) Notice of this petition was Issued to the Registrar of Companies, NCT of Delhi and Haryana and report dated 16.01.2017 has been sent by the Deputy Registrar of Companies, NCT of Delhi and Haryana. I have heard the learned counsel for petitioner. Dr. Raj Singh, Registrar of Companies Punjab, Chandigarh and Himachal Pradesh who is representing Registrar of Companies. NCT of Delhi and Haryana and perused the record.
(3.) The petitioner-company was incorporated on 07.01.2002 and with its Registered Office at Gurgaon (now Gurugram) and therefore, the matter falls within the territorial jurisdiction of this Tribunal. As per report of the Deputy Registrar of Companies, NGT of Delhi and Haryana, the Paid-up Capital of the company is Rs. 1,29,62,19,600/- and the opening revenue as per the Profits Loss Account for the year 2015 is Rs. 45,67,16,44,999/-. The petitioner is a listed company.;