R. Varadharajan, Member - (1.) In relation to the offence arising out of non-filing of Balance sheet and Profit and Loss Account with the Registrar of Companies (RoC) for the Financial Years ended on 2011-12 and 2012-13, the Petitioners above named have filed the above Petition for compounding the offence under Section 220/162 of the erstwhile Companies Act, 1956, with the Registrar of Companies, NCT of Delhi & Haryana and the same has been put up before us as required under the provisions of Companies Act 1956/2013 for compounding the offence.
(2.) The Petitioner claims that the delay in filing the Balance sheet and Profit and Loss Account for the Financial Years were inter-alia caused by the then subsisting dispute between the shareholders inter se of the 1st Applicant, the delay in the valuation exercise subsequent to arrival of the settlement, the delays with respect to consequent transfer of shares to Takii on account of the requirement of RBI approval and related compliances, the change in management of the Applicant Company and subsequent corporate actions required to be undertaken by the new management of the Applicant company. It is further pleaded in the Petition that the violation committed for non-filing of the Balance sheet and Profit and Loss Account is not willful and that in the circumstances as they have voluntarily reported the non-compliance on their own, the same may be duly considered while taking into consideration the imposition of fine, as prescribed under the relevant provisions of the Companies Act be it 1956 or 2013. It is also averred that they have put an end to the offence by filing the Balance and Profit and Loss Account for the relevant years as tabulated in the Petition and which is extracted below:
(3.) The Registrar of Companies has filed a detailed report and a perusal of which shows that no prosecution in relation to the offence has been filed or launched and that similar offence has also not been compounded during the last 3 years. It is further reported that the default has been made good as per details furnished by RoC which is in accordance with the compilation, as extracted in paragraph 2 above. Further, it is also represented by the RoC in the report dated 01.06.2017 that no complaint has been received against the Company and that there is no inspection or investigation proceedings pending against the Company.;