Ravikumar Duraisamy, Member - (1.) National Company law Tribunal, Hyderabad Bench vide Order dated 21.10.2016 dismissed the compounding application No. 1/621A/HDB/2016 filed by the Applicants in view of the facts that the reliefs as sought by the Applicants is premature and directed the Applicants to approach the Central Government for approval of the Related Party Transactions. Against the orders of this Tribunal, the Applicants have preferred an appeal to the Hon'ble National Company Law Appellate Tribunal (NCLAT). The Hon'ble Appellate Tribunal vide Order dated: 28.02.2017 directed this Tribunal to examine the case in terms of Section 621A of the Companies Act, 1956. Accordingly, the Applicants submitted their written submissions dated 31.03.2017.
(2.) The brief facts of the case are as follows: a) The Applicants in the instant case have filed the instant Application seeking compounding of an offence allegedly committed under Section 297 of the Companies Act, 1956. Section 297 Prohibited Related Party Transaction except with the consent of the Board of Directors and in case the Company was having a paid up share capital not less than Rs. 1 Crore, previous approval of Central Government was required. b) That the Applicants Company is a listed Company incorporated on 16.12.2002 under the provisions of Companies Act, 1956 and was duly registered with the Registrar of Companies, Hyderabad with CIN No. L22122AP2002PLC040110 and Applicant Nos. 2, and 3 are the Directors of the Applicants Company, having DIN Nos. 00287518 and 00287639 respectively. c) That in the instant case there was an offence allegedly being committed on part of the Applicants qua various transactions carried out with one M/s. Flyington Freighters Pvt. Ltd., (FFPL). The Applicants had sought compounding of the alleged offence on the premise that the amount given by the Applicant Company to FFPL was duly repaid by FFPL to the Applicant Company, pursuant to which, the offence was made good and thus could be appropriately compounded in terms of Section 621A of the Companies Act, 1956. It was further submitted that the Commission of the alleged offence on part of the Applicants herein was without any mala fide intention and the Applicants have bona fidely approached for the purpose of compounding of the offence in terms of Section 621A of the Companies Act, 1956. d) That however, this Hon'ble Tribunal vide its order dated 21.10.2016 dismissed the instant application in view of the fact that the reliefs as sought by the Applicants is premature and directed the Applicants to approach the Central Government for approval of the related party transaction.
(3.) The Applicants have preferred an Appeal against the order dated 21.10.2016 passed by this Hon'ble Tribunal, being Appeal No. 41 of 2016. The said Appeal of the Applicants was allowed by the Hon'ble Appellate Tribunal vide its order dated 28.02.2017. The Hon'ble Appellate Tribunal while allowing the Appeal of the Applicants herein had clearly recorded that there is no question of obtaining post facto approval in terms of the provisions of Section 297 of the Companies Act, 1956 and thus this Hon'ble Tribunal may decide the instant Application in terms of Section 621A of the Companies Act, 1956.;