R Varadharajan, Member - (1.) All the above listed 23 applications have been filed under Section 441 of the Companies Act, 2013 for the purpose of compounding of offences arising under either the provisions of 2013 Act or 1956 Act and the same has been forwarded to this Tribunal along with the report of Registrar of Companies, NCT of Delhi & Haryana and involves one or more of the following common questions of law and hence this common order: i. While ascertaining the maximum amount of fine as specified under Section 441(l) (b) of the Companies Act,2013 and to see whether it exceeds the threshold limit of five lakh rupees or not, in order to determine for the limited purpose as to which of the compounding authority i.e. the Tribunal or the Regional Director to whom the Registrar is required to forward the application for compounding, and the basis for such computation to be adopted is whether the maximum fine prescribed for the defaulting company alone under the relevant sections of the Companies Act, 2013 or the aggregate of fines prescribed for the defaulting company as well as those prescribed for officers-in-default as well, under the relevant sections of the Companies Act,2013? ii. Whether a joint application as filed by the defaulting individuals for compounding a particular offence along with the defaulting company is maintainable were distinct penalty provisions have been made in relation to the individual persons i.e. officers in default, be it the directors, officers, professionals or any other person on ths other, under the Companies Act, 2013 and more so in the absence of any specific provision contained under Section 441 of the 2013 Act enabling the defaulters to file a joint application? iii. Whether in relation to provisions of Companies Act, 2013 wherein yearly compliance is mandated on the part of the Companies, for e.g. holding Annual General Meeting under Section 96 of the Act, filing of Annual Returns under Section 92 or in filing the financial statements as mandated under Section 137 and in relation to the said sections or those sections which are similarly placed, were there has been a default committed on the part of the defaulters for more than a year, and in relation to such repetitive defaults whether a joint application for compounding is maintainable before this Tribunal in view of Section 451 of the Companies Act, 2013 read with Section 441(6) and/or Section 441(2) of the said Act? iv. Whether a common application is maintainable in relation to a particular non-compliance, of say, filing of annual returns, arising out of both the provisions of 1956 Act as well as 2013 Act in view of the Scheme of levy of penalty being relatively different as compared to each other for the defaults committed under the respective Acts and the pecuniary limits prescribed for the respective compounding authorities to entertain a compounding application also being different? Even though the questions confronting this Tribunal is invariably common, each of the applications as listed above provide a unique set of facts relevant to the above questions of law and hence in relation to each of these applications, facts are narrated in brief and the maximum amount of fine computed by Registrar under each of the relevant sections of the 2013 Act or as the case maybe by the 1956 Act and the alleged non-compliance of which in the first place has given rise to the filing of these compounding applications and the necessity for computation of the maximum amount of fine and so quantified by the Registrar of Companies is given at the end of the order by way of annexures in co-relation with the respective application numbers reflected as above. Brief facts in relation to each of the applications are given below in the same seriatim as listed above. 1) Company Application No. CP-16/176/ND/2Q17 The applicant company along with three of its erstwhile directors have filed the above application for compounding for default in compliance with the provisions of Section 92 in filing Annual Returns for the years 2013-2014 and 2014-15. The penalty in relation to the defaulting company as prescribed under Section 92 Is to the minimum extent of Rs50,000/- and the maximum fine that can be imposed is Rs.5,00,000/-. In relation to each of the officers in default, the quantum of fine prescribed under Section 92 is that prescribed for the defaulting company. In view of a joint application having been filed both in terms of offence committed for two different years as well as jointly by all the four applicants, as against each of the defaulters the Registrar of Companies, NCT of Delhi & Haryana has sought to aggregate the maximum amount of fine prescribed for the defaulting period of two years and in relation to each of the defaulters has quantified the same at Rs.10,00,000/- each. 2) Company Application No. CP-16/178/ND/2017 The applicant company along with four of its erstwhile directors have filed the above application for compounding for default in compliance with the provisions of Section 96 in holding its Annual General Meeting for the financial years 2013-2014,2014-15,2015-16. The penalty in relation to the defaulting company and every officer of the company who is in default as prescribed under Section 99 by way of fine is to the extent of one lakh rupees and in the case of a continuing default with a further fine which may extend to five thousand rupees for per day of default. In view of a joint application having been filed both in terms of offence committed for three different years as well as jointly by all the five applicants, the Registrar of Companies, NCT of Delhi & Haryana has sought to aggregate the maximum fine prescribed for all the three years and for each of the defaulters for the defaulting period and has quantified as given in Annexure-1 of this order. 3) Company Application No. CP-16/174/ND/2017 The applicant company along with three of its erstwhile directors have filed the above application for compounding for default in compliance with the provisions of Section 137 in filing its Balance Sheet and Profit & Loss Account for the financial years 2013-2014 and 2014-15. The penalty in relation to the defaulting company as prescribed under Section 137 is to the minimum extent of Rs.1,000/- for per day during which the failure continues, but which shall not be more than ten lakh rupees. In relation to the Managing Director and its Chief Financial Officer of the company, if any, and in their absence any other director who has been charged with compliance under the instant provision and in its absence, all the directors of the defaulting company shall be punishable with imprisonment for a term which may extend to six months or with fine which shall not be less than one lakh rupees but which may extend to five lakhs rupees, or with both. In view of a joint application having been filed, both in terms of offence committed for two different years as well as jointly by all the four applicants, the Registrar of Companies, NCT of Delhi & Haryana as against each of the defaulters, has sought to aggregate the maximum fine prescribed for the two years in default under the Section as well as for each of the defaulters for the defaulting periods and has quantified as given in Annexure- 2 of this order. 4) Company Application No. CP-16/177/ND/2017 The applicant company along with three of its erstwhile directors have filed the above application for compounding for default in compliance with the provisions of Section 149 in having in its Board, at least one director who has stayed in India for not less than 182 days filing for the year 2015-16. The penalty in relation to the defaulting company as prescribed under Section 172, as Section 149 does not contain a penal provision and taking recourse to the said section in order ascertain the penalty for violation of Section 149 of the Act it is seen that the company and every officer of the company who is in default shall be punishable with fine which is to the minimum extent of Rs.50,000/- and to a maximum fine of Rs.5,00,000/-. In view of a joint application having been filed both in terms of offence committed as well as jointly by all the 4 (four) defaulters, as against the defaulters the Registrar of Companies, NCT of Delhi & Haryana has sought to aggregate the maximum amount of fine prescribed for the defaulting period in relation to each of the defaulters and has quantified the same at Rs.5,00,000/- each. 5) Company Application No. CP-16/175/ND/2017 The applicant company along with four of its erstwhile directors have filed the above application for compounding for default in compliance with the provisions of Section 173, holding the prescribed minimum number of four meetings to be held in a year for the years 2013-2014, 2014-15 and 2015-16. Since the penalty in relation to the said default has not been prescribed under the said Section, recourse is had to Section 450 of the Act which provides for such exigency and upon a reference to the said Section 450 of the Act, it is seen that the company and every officer of the company who is in default or such other person shall be punishable with fine which may extend to ten thousand rupees and if the contravention being a continuing one, with a further fine which may extend to one thousand rupees for every day after the first during which the contravention continues. In view of a joint application having been filed both in terms of offence committed for three different years as well as jointly by all the five defaulters, as against each of the defaulters, the Registrar of Companies, NCT of Delhi & Haryana has sought to aggregate the maximum amount of fine prescribed for the defaulting periods under the Section for each of the defaulters and has quantified as given in Annexure- 3 of this order. 6) Company Petition No. CP-16/181/ND/2Q17 The applicant company along with three of its directors have filed suo-moto the above application for compounding the violation in compliance with the provisions of Section 159 of the Companies Act 1956 and under Section 92 of the Companies Act, 2013 as the Company failed to file Annual Return within the period prescribed for the relevant years either under the Companies Act, 1956 or 2013 as the case may be for the financial years 2012-13 (1172 days default) , 2013-2014 (838 days default) , 2014-15 (516 days default) and 2015-16 (210 days default) . As per section 162 of 1956 Act if a company fails to comply with any of the provisions contained in section 159,160 or 161 of the said Act, the company and every officer of the company who is in default shall be punishable with fine which may extend to 500/- rupees for every day during which the default continues. In relation to contravention of Section 92 of the Companies Act,2013 the penalty in relation to the defaulting company as prescribed under Section 92 is to the minimum extent of Rs50,000/- and the maximum fine that can be imposed is Rs.5,00,000/-. In relation to each of the officers in default, the quantum of fine prescribed under Section 92 is that prescribed for the defaulting company. In view of a joint application having been filed, both in terms of offence committed for four different years as well as jointly by all the four applicants, the Registrar of Companies, NCT of Delhi & Haryana as against each of the defaulters, has sought to aggregate the maximum fine prescribed for the four years in default under the relevant Sections as well as for each of the defaulters for the defaulting periods and has quantified as given in Annexure-4 of this order. 7) Company Petition No. CP-16/182/ND/2017 The applicant company along with three of its directors have filed the above application for compounding for default in compliance with the provisions of Sections 166 read with Section 168 of the Companies Act, 1956 and under Section 96 read with Section 99 of the Companies Act, 2013 for failure in holding its Annual General Meeting for the financial years 2012-2013, 2013-2014, 2014-15, 2015-16. The penalty in relation to the defaulting company as per Section 168 of the Companies Act, 1956 in holding a meeting of the company in accoraance with Section 166 or in complying with any directions of Section 167, the company, and every officer of the company who is in default, shall be punishable with fine which may extend to fifty thousand rupees and in case of a continuing default, with a further fine which may extend to two thousand five hundred rupees for every day after the first during which such default continues. As per Section 99 of the Companies Act 2013, if any default is made in holding a meeting of the company in accordance with section 96 or section 97 or section 98 or in complying with any directions of the Tribunal, the company and every officer of the company who is in default shall be punishable with fine which may extend to one lakh rupees and in case of a continuing default, with a further fine which may extend to five thousand rupees for every day during which such default continues. In view of a joint application having been filed both in terms of offence committed for different years as well as jointly by all the four applicants, the Registrar of Companies, NCT of Delhi & Haryana has sought to aggregate the maximum fine prescribed for all the four years and for each of the defaulters for the defaulting period and has quantified as given in Annexure- 5 of this order. 8) Company Petition No. CP-16/179/NP/2017 The applicant company along with three of its directors have filed suo-moto the above application for compounding the violation in compliance with the provisions of Section 210 of the Companies Act 1956 and under Section 129 of the Companies Act, 2013 for not. approving and adopting the Financial Statements of the Company for the financial years 2012-13 (523 days default) , 2013-2014 (874 days default) , 2014-15 (576 days default) and 2015-16 (266 days default) . The penalty in relation to the defaulting company as prescribed under Section 210 (S) provides that if any person, being a director of a company, fails to take all reasonable steps to comply with the provisions of this section, he shall, in respect of each offence, b' punishable with imprisonment for a term which may extend to six months, or with fine which may extend to Rs.10,000/- or with both, in relation to contravention of Section 129(7) of the Act, the Managing Director, whole time Director in charge of Finance and Chief Financial Officer of the company or any other person charged by the Board with the duty of complying with the requirements of this section and in the absence of any of the officers mentioned above, all the directors shall be punishable with imprisonment for a term which may extend to one year or with fine which shall not be less than fifty thousand rupees which may extend to five lakh rupees or with both. In view of a joint application having been filed, both in terms of offence committed for four different years as well as jointly by all the four applicants, the Registrar of Companies, NCT of Delhi & Haryana as against each of.the defaulters, has sought to aggregate the maximum fine prescribed for the four years in default under the Section as well as for each of the defaulters for the defaulting periods and has quantified as given in Annexure- 6 of this order. 9) Company Petition No. CP-16/180/ND/2017 The applicant company along with three of its directors have filed suo-moto the above application for compounding the violation in compliance with the provisions of Section 220 of the Companies Act 1956 and under Section 137 of the Companies Act, 2013 due to delay in holding the Annual General Meeting for the financial years 2012-13 (1144 days default) , 2013-2014 (868 days default) , 2014-15 (546 days default) and 2015-16(239 days default) and thereby consequent delay in filing the financial statement. The provision and penalty in relation to the defaulting company as prescribed under Section 220(1) of the Companies Act, 1956 provides that after the Balance Sheet and the Profit and Loss account have been laid before a company at an annual general meeting as aforesaid, they shall be filed with the Registrar within thirty days from the date on which the Balance Sheet and the Profit and Loss account were so laid, or where the annual general meeting of a company for any year has not been held, they shall be filed with the Registrar within thirty days from the latest day or before which that meeting should have been held in accordance with the provisions of this Act. In relation to contravention of Section 137(3) of the Companies Act,2013, if a company fails to file the copy of financial statements under sub-section (1) or sub-section (2) , as the case may be, before the expiry of the period specified in Section 403, the company shall be punishable with fine of one thousand rupees for every day during which the failure continues but which shall not be more than ten lakh rupees, and the managing director and the Chief Financial Officer of Company, if any, and, in the absence of the managing director.and the Chief Financial Officer, any other director who is charged by the Board with the responsibility of complying with the provisions of this section, and, in the absence of any such director, all the directors of the company, shall be punishable with imprisonment for a term which may extend to six months or with fine which shall not be less than one lakh rupees but which may extend to five lakh rupees, or with both. In view of a joint application having been filed, both in terms of offence committed for four different years as well as jointly by all the four applicants, the Registrar of Companies, NCT of Delhi & Haryana as against each of the defaulters, has sought to aggregate the maximum fine prescribed for the four years in default under the Section as well as for each of the defaulters for the defaulting periods and has quantified as given in Annexure- 7 of this order. 10) Company Application No. CP-16/121/NP/2017 The applicant company along with two of its directors have filed the above application for compounding for default in compliance with the provisions of Section 217 (4) of the Companies Act, 1956 wherein the Board of Directors report was required to contain details as prescribed under Section 217(1) (e) of the Companies Act, 1956. The years for which the default has arisen is stated to be 2010-11, 2011-12, and 2012-13. The penalty in relation to the default arising in relation to violation of Section 217 (1) ( e) and Section 217(4) has been prescribed under Section 217(5) of the Companies Act, 1956 and the maximum penalty is to the extent of Rs.20,000/- in relation to any person being a Director of the Company who has failed to take reasonable steps to comply with the provisions of sub-section 1 to 3 of Section 217 and in relation to violation of Section 217(4) to sign the Board report otherwise in conformity with sub-section 4 of Section 217 and in relation to each of the offences shall be punishable with imprisonment for a term which may extend to six months or with fine which may extend to rupees twenty thousand. In view of a joint application having been filed, both in terms of offence committed for three different years as well as jointly by all the three applicants, the Registrar of Companies, NCT of Delhi & Haryana as against each of the defaulters, has sought to quantify as given in Annexure- 8 of this order. 11) Company Application No. CP-16/130/ND/2017 The applicant company along with four of its directors have Hied the above application for compounding for default in compliance with the provisions of Section 96 in holding its Annual General Meeting for the financial years 2014-15, 2015-16. The penalty in relation to the defaulting company and ever/ officer of the company who is in default as prescribed under Section 99 by way of fine is to the extent of one lakh rupees and in the case of a continuing default with a further fine which may extend to five thousand rupees for every day of default. In view of a joint application having been filed both in terms of offence committed for three different, years as well as jointly by all the five applicants, the Registrar of Companies, NCT of Delhi & Haryana has sought to aggregate the maximum fine prescribed for all the three years and for each of the defaulters for the defaulting period and has quantified as given in Annexure- 9 of this order. 12) Company Petition No. CP-16/124/ND/2017 The applicant company along with eight of its directors have filed suo-moto the above application for compounding the violation in compliance with the provisions of Section 159 of the Companies Act 1956 and under Section 92 of the Companies Act, 2013 as the Company failed to file Annual Return within the period prescribed for the relevant years either under the Companies Act, 1956 or 2013 as the case may be for the financial years 31.12.2012, 31.03.2014, 31.03.20 and 31.03.2016. As per section 162 of the 1956 Act, if a company fails to comply with any of the provisions contained in section 159,160 or 161, the company and every officer of the company who is in default, shall be punishable with fine which may extend to 500/- rupees per day during which the default continues. In relation to contravention of Section 92 of the Companies Act,2013 the penalty in relation to the defaulting company as prescribed under Section 92 is to the minimum extent of Rs.50,000/- and the maximum fine that can be imposed is Rs.5,00,000/-. In relation to each of the officers in default, the quantum of fine prescribed under Section 92 is that prescribed for the defaulting company. In view of a joint application having been filed, both in terms of offence committed for four different years as well as jointly by all the nine applicants, the Registrar of Companies, NCT of Delhi & Haryana as against each of the defaulters, has sought to aggregate the maximum fine prescribed for the four years in default under the relevant Sections as well as for each of the defaulters for the defaulting periods and has quantified as given in Annexure-10 of this order. 13) Company Petition No. CP-16/126/ND/2017 The applicant company along with nine of its directors have filed suo-moto the above application for compounding the violation in compliance with the provisions of Section 159 of the Companies Act 1956 and under Section 92 of the Companies Act, 2013 as the Company failed to file Annual Return within the period prescribed for the relevant years either under the Companies Act, 1956 or 2013 as the case may be for the financial years 31.12.2012, 31.03.2014,31.03,2015 and 31.03.2016. As per section 162 of the 1956 Act, if a company fails to comply with any of the provisions contained in section 159,160 or 161 the company and every officer of the company who is in default, shall be punishable with fine which may extend to 500/- rupees for every day during which the default-continues. In relation to contravention of Section 92 of the Companies Act,2013 the penalty in relation to the defaulting company as prescribed under Section 92 is to the minimum extent of Rs.50,000/- and the maximum fine that can be imposed is Rs.5,00,000/-. In relation to each of the officers in default, the quantum of fine prescribed under Section 92 is that prescribed for the defaulting company. In view of a joint application having been filed, both in terms of offence committed for four different years as well as jointly by all the ten applicants, the Registrar of Companies, NCT of Delhi & Haryana as against each of the defaulters, has sought to aggregate the maximum fine prescribed for the four years in default under the relevant Sections as well as for each of the defaulters for the defaulting periods and has quantified as given in Annexure-11 of this order. 14) Company Petition No. CP-16/122/ND/2017 The applicant company along with eight of its directors have filed the above application for compounding for default in compliance with the provisions of Sections 166 read with Section 168 of the Companies Act, 1956 and Section 96 of the Companies Act, 2013 for failure in holding its Annual General Meeting for the financial years 31.12.2012, 31.03.2014, 31.03.2015 and 31.03.2016. The penalty in relation to the defaulting company as per Section 168 of the Companies Act, 1956 in holding a meeting of the company in accordance with Section 166 or in complying with any directions of Section 167, the company, and every officer of the company who is in default, shall be punishable with fine which may extend to fifty thousand rupees and in case of a continuing default, with a further fine which may extend to two thousand five hundred rupees for every day after the first during which such default continues. As per Section 99 of the Companies Act, 2013, if any default is made in holding a meeting of the company in accordance with section 96 or section 97 or section 98 or in complying with any directions of the Tribunal, the company and every officer of the company who is in default shall be punishable with fine which may extend to one lakh rupees and in case of a continuing default, with a further fine which may extend to five thousand rupees for every day during which such default continues. In view of a joint application having been filed both in terms of offence committed for different years as well as jointly by all the nine applicants, the Registrar of Companies, NCT of Delhi & Haryana has sought to aggregate the maximum fine prescribed for all the four years and for each of the defaulters for the defaulting period and has quantified as given in Annexure-12 of this order. 15) Company Petition No. CP-16/125/ND/2017 The applicant company along with nine of its directors have filed the above application for compounding for default in compliance with the provisions of Sections 166 read with Section 168 of the Companies Act, 1956 and Section 96 of the Companies Act, 2013 for failure in holding its Annua! General Meeting for the financial years 31.12.2012, 31.03.2014, 31.03.2015 and 31.03.2016. The penalty in relation to the defaulting company as per Section 168 of the Companies Act, 1956 in holding a meeting of the company in accordance with Section 166 or in complying with any directions of Section 167, the company, and every officer of the company who is in default, shall be punishable with fine which may extend to fifty thousand rupees and in case of a continuing default, with a further fine which may extend to two thousand five hundred rupees for every day after the first during which such default continues. As per Section 99 of the Companies Act, 2013, if any default is made in holding a meeting of the company in accordance with section 96 or section 97 or section 98 or in complying with any directions of the Tribunal, the company and every officer of the company who is in default shall be punishable with fine which may extend to one lakh rupees and in case of a continuing default, with a further fine which may extend to five thousand rupees per day during which such default continues, In view of a joint application having been filed both in terms of offence committed for different years as well as jointly by all the ten applicants, the Registrar of Companies, NCT of Delhi & Haryana has sought to aggregate the maximum fine prescribed for all the four years and for each of the defaulters for the defaulting period and has quantified as given in Annexure-13 of this order. 16) Company Petition No. CP-16/123/ND/2017 The applicant company along with eight of its directors have filed suo-moto the above application for compounding the violation in compliance with the provisions of Section 220 of the Companies Act 1956 and under Section 137 of the Companies Act, 2013 in relation to default in filing Balance Sheet and Profit &Loss account for the financial years ending 31.12.2012, 31.03.2014, 31.03.2015 and 31.03.2016. The provision and penalty in relation to the defaulting company as prescribed under Section 220(1) of the Companies Act, 1956 provides that after the Balance Sheet and Profit &Loss account have been laid before a company at an annual general meeting as aforesaid, there shall be filed with the Registrar within thirty days from the date on which the balance sheet and the profit and loss account were so laid, or where the annual genera! meeting of a company for any year has not been held, there shall be filed with the Registrar within thirty days from the latest day or before which that meeting should have been held in accordance with the provisions of this Act. In relation to contravention of Section 137(3) of the Companies Act,2013 if a company fails to file the copy of financial statements under sub-section (1) or sub-section (2) , as the case may be, before the expiry of the period specified in Section 403, the company shall be punishable with fine of one thousand rupees for every day during which the failure continues but which shall not be more than ten lakh rupees, and the Managing Director and the Chief Financial Officer of Company, if any, and, in the absence of the Managing Director and the Chief Financial Officer, any other director who is charged by the Board with the responsibility of complying with the provisions of this section, and, in the absence of any such director, all the directors of the company, shall be punishable with imprisonment for a term which may extend to six months or with fine which shall not be less than one lakh rupees but which may extend to five lakh rupees, or with both. In view of a joint application having been filed, both in terms of offence committed for four different years as well as jointly by all the nine applicants, the Registrar of Companies, NCT of Delhi & Haryana as against each of the defaulters, has sought to aggregate the maximum fine prescribed for the four years in default under the Section as well as for each of the defaulters for the defaulting periods and has quantified as given in Armexure-14 of this order. 17) Company Petition No. CP-16/127/NP/2017 The applicant company along with nine of its directors have filed suo-moto the above application for compounding the violation in compliance with the provisions of Section 220 of the Companies Act 1956 and under Section 137 of the Companies Act, 2013 in relation to default in filing Balance Sheet and Profit &Loss account for the financial years ending 31.12.2013, 31.03.2014, 31.03.2015 and 31.03.2016. The provision and penalty in relation to the defaulting company as prescribed under Section 220(1) of the Companies Act, 1956 provides that after the Balance Sheet and Profit &Loss account have been laid before a company at an annual general meeting as aforesaid, there shall be filed with the Registrar within thirty days from the date on which the balance sheet and the profit and loss account were so laid, or where the annual general meeting of a company for any year has not been held, there shall be filed with the Registrar within thirty days from the latest day or before which that meeting should have been held in accordance with the provisions of this Act. In relation to contravention of Section 137(3) of the Companies Act,2013 if a company fails to file the copy of financial statements under sub-section (1) or sub-section (2) , as the case may be, before the expiry of the period specified in Section 403, the company shall be punishable with a fine of one thousand rupees for per day of default during which the failure continues but which shall not be more than ten lakh rupees, and the Managing Director and the Chief Financial Officer of Company, if any, and, in the absence of the Managing Director and the Chief Financial Officer, any other director who is charged by the Board with the responsibility of complying with the provisions of this section, and, in the absence of any such director, all the directors of the company, shall be punishable with imprisonment for a term which may extend to six months or with fine which shall not be less than one lakh rupees but which may extend to five lakh rupees, or with both. In view of a joint application having been filed, both in terms of offence committed for four different years as well as jointly by all the ten applicants, the Registrar of Companies, NCT of Delhi & Haryana as against each of the defaulters, has sought to aggregate the maximum fine prescribed for the four years in default under the Section as well as for each of the defaulters for the defaulting periods and has quantified as given in Annexure-15 of this order. 18) Company Petition No. CP-16/142/ND/2017 The applicant company along with three of its directors have filed suo-moto the above apolication for compounding the violation in compliance with the provisions of Section 159 of the Companies Act 1956 and under Section 92 of the Companies Act, 2013 as the Company failed to file Annual Return within the period prescribed for the relevant years either under The Companies Act, 1956 or 2013 as the case may be for the financial years 2013-14 and 2014-15. As per section 162, if a company fails to comply with any of the provisions contained in section 159,160 or 161 the company and every officer of the company who is in default, shall be punishable with fine which may extend to 500/- rupees for every day during which the default continues. In relation to contravention of Section 92 of the Companies Act,2013 the penalty in relation to the defaulting company as prescribed under Section 92 is to the minimum extent of Rs.50,000/- and the maximum fine that can be imposed is Rs.5,00,000/-. In relation to each of the officers in default, the quantum of fine prescribed under Section 92 is that prescribed for the defaulting company. In view of a joint application having been filed, both in terms of offence committed for two different years as well as jointly by all the four applicants, the Registrar of Companies, NCT of Delhi & Haryana as against each of the defaulters, has sought to aggregate the maximum fine prescribed for the two years in default under the relevant Sections as well as for each of the defaulters for the defaulting periods and has quantified as given in Annexure-16 of this order. 19) Company Petition No. CP-16/141/ND/2017 The applicant company along with three of its directors have filed suo-moto the above application for compounding the violation in compliance with the provisions of Section 220 of the Companies Act 1956 and under Section 137 of the Companies Act, 2013 in relation to default in filing Balance Sheet and Profit &Loss account for the financial years 2013-14 and 2014-15. The provision and penalty in relation to the defaulting company as prescribed under Section 220(1) of the Companies Act, 1956 provides that after the Balance Sheet and Profit &l_oss account have been laid before a company at an annual general meeting as aforesaid, there shall be filed with the Registrar within thirty days from the date on which the balance sheet and the profit and loss account were so laid, or where the annual general meeting of a company for any year has not been held, there shall be filed with the Registrar within thirty days from the latest day or before which that meeting should have been held in accordance with the provisions of this Act. In relation to contravention of Section 137(3) of the Companies Act,2013 if a company fails to file the copy of financial statements under subsection (1) or sub-section (2) , as the case may be, before the expiry of the period specified in Section 403, the company shall be punishable with a fine of one thousand rupees for every day during which the failure continues but which shall not be more than ten lakh rupees, and the Managing Director and the Chief Financial Officer of Company, if any, and, in the absence of the Managing Director and the Chief Financial Officer, any other director who is charged by the Board with the responsibility of complying with the provisions of this section, and, in the absence of any such director, all the directors of the company, shall be punishable with imprisonment for a term which may extend to six months or with fine which shall not be less than one lakh rupees but which may extend to five lakh rupees, or with both. In view of a joint application having been filed, both in terms of offence committed for two different years as well as jointly by all the eight applicants, the Registrar of Companies, NCT of Delhi & Haryana as against each of the defaulters, has sought to aggregate the maximum fine prescribed for the two years in default under the Section as well as for each of the defaulters for the defaulting periods and has quantified as given in Annexure-17 of this order. 20) CompanyJetition No. CP-16/133/ND/2017 The applicant company along with seven of its directors have filed the above application for compounding for default in compliance with the provisions of Sections 166 read with Section 168 of the Companies Act, 1956 and Section 96 of the Companies Act, 2013 for failing in holding its Annual General Meeting for the financial year 2014-15. The penalty in relation to the defaulting company as per Section 168 of the Companies Act, 1956 in holding a meeting of the company in accordance with Section 166 or in complying with any directions of Section 167, the company, and every officer of the company who is in default, shall be punishable with fine which may extend to fifty thousand rupees and in case of a continuing default, with a further fine which may extend to two thousand five hundred rupees for every day after the first during which such default continues. As per Section 99 of the Companies Act, 2013, if any default is made in holding a meeting of the company in accordance with section 96 or section 97 or section 98 or in complying with any directions of the Tribunal, the company and every officer of the company who is in default shall be punishable with fine which may extend to one lakh rupees and in case of a continuing default, with a further fine which may extend to five thousand rupees for every day during which such default continues. In view of a joint application having been filed both in terms of offence committed for the particular year as well as jointly by all the eight applicants, the Registrar of Companies, NCT of Delhi & Haryana has sought to aggregate the maximum fine prescribed for year 2014-15 and for each of the defaulters for the defaulting period and has quantified as given in Annexure-18 of this order. 21) Company Petition No. CP-16/132/ND/2017 The applicant company along with seven of its directors have filed suo-moto the above application for compounding the violation in compliance with the provisions of Section 220 of the Companies Act 1956 and under Section 137 of the Companies Act, 2013 in relation to default in filing Balance Sheet and Profit & Loss account for the financial years 2012-13, 2013-14 and 2014-15. The provision and penalty in relation to the defaulting company as prescribed under Section 220(1) of the Companies Act, 1956 provides that after the Balance Sheet and Profit & Loss account have been laid before a company at an annual general meeting as aforesaid, there shall be filed with the Registrar within thirty days from the date on which the Balance Sheet and Profit & Loss account were so laid, or where the annual general meeting of a company for any year has not been held, there shall be filed with the Registrar within thirty days from the latest day or before which that meeting should have been held in accordance with the provisions of this Act, In relation to contravention of Section 137(3) of the Companies Act,2013 if a company fails to file the copy of financial statements under sub-section (1) or sub-section (2) , as the case may be, before the expiry of the period specified in Section 403, the company shall be punishable with fine of one thousand rupees for every day during which the failure continues but which shall not be more than ten lakh rupees, and the managing director and the Chief Financial Officer of Company, if any, and, in the absence of the managing director and the Chief Financial Officer, any other director who is charged by the Board with the responsibility of complying with the provisions of this section, and, in the absence of any such director, all the directors of the company, shall be punishable with imprisonment for a term which may extend to six months or with fine which shall not be less than one lakh rupees but which may extend to five lakh rupees, or with both. In view of a joint application having been filed, both in terms of offence committed for three different years as well as jointly by all the eight applicants, the Registrar of Companies, NCT of Delhi & Haryana as against each of the defaulters, has sought to aggregate the maximum fine prescribed for the three years in default under the Section as well as for each of the defaulters for the defaulting periods and has quantified as given in Annexure-19 of this order. 22) Company Petition No. CP-16/134/ND/2017 The applicant company along with five of its directors have filed the above application for compounding for default in compliance with the provisions of Sections 166 read with Section 168 of the Companies Act, 1956 and Section 96 of the Companies Act. 2013 for failing in holding its Annual General Meeting for the financial years 2014-15 and 2015/16. The penalty in relation to the defaulting company as per Section 168 of the Companies Act, 1956 in holding a meeting of the company in accordance with Section 166 or in complying with arty directions of Section 167, the company, and every officer of the company who is in default, shall be punishable with fins which may extend to fifty thousand rupees and in case of a continuing default, with a further fine which may exend to two thousand five hundred rupees for every day after the first during which such default continues. As per Section 99 of the Companies Act, 2013, if any default is made in holding a meeting of the company in accordance with section 96 or section 97 or section 98 or in complying with any directions of the Tribunal, the company and every officer of the company who is in default shall be punishable with fine which may extend to one lakh rupees and in case of a continuing default, with a further fine which may extend to five thousand rupees for every day during which such default continues. In view of a joint application having been filed both in terms of offence committed for the particular years as well as jointly by all the six applicants, the Registrar of Companies, NCT of Delhi & Haryana has sought to aggregate the maximum fine prescribed for years 2014-15,2015-16 and for each of the defaulters for the defaulting period. However, the ROC has not quantified in view of the fact that the applicant company as per the statement had convened the meeting for the relevant year and the same has been accepted by the ROC. 23) Company Petition No. CP-16/144/ND/2017 The applicant company along with five of its directors have filed the above application for compounding for default in compliance with the provisions of Sections 166 read with Section 168 of the Companies Act, 1956 and Section 96 of the Companies Act, 2013 for failing in holding its Annual General Meeting for the financial years 2014-15 and 2015-16. The penalty in relation to the defaulting company as per Section 168 of the Companies Act, 1956 in holding a meeting of the company in accordance with Section 166 or in complying with any directions of Section 167, the company, and every officer of the company who is in default, shall be punishable with fine which may extend to fifty thousand rupees and in case of a continuing default, with a further fine which may extend to two thousand five hundred rupees for every day after the first during which such default continues. As per Section 99 of the Companies Act, 2013, if any default is made in holding a meeting of the company in accordance with section 96 or section 97 or section 98 or in complying with any directions of the Tribunal, the company and every officer of the company who is in default shall be punishable with fine which may extend to one lakh rupees and in case of a continuing default, with a further fine which may extend to five thousand rupees for every day during which such default continues. In view of a joint application having been filed both in terms of offence committed for the particular years as well as jointly by all the six applicants, the Registrar of Companies, NCT of Delhi & Haryana has sought.to aggregate the maximum fine prescribed for years 2014-15,2015-16 and for each of the defaulters for the defaulting period and has quantified as given in Annexure- 20 of this order. All these applications for compounding, though In relation to offences committed under different provisions of the Act, be that of 1956 or 2013, by the respective Applicants has been filed under the provisions of Section 441 of the Companies Act, 2013 (Act) and it will be appropriate at this stage to refer to the said provision of the Act in some detail and hence it is reproduced hereunder for ready reference: 441. Compounding of certain offences. (1) Notwithstanding anything contained in the Code of Criminal Procedure, 1973 (2 of 1974) , any offence punishable under this Act (whether committed by a company or any officer thereof) with fine only, may, either before or after the institution of any prosecution, be compounded by' (a) the Tribunal; or (b) where the maximum amount of fine which may be imposed for such offence does not exceed five lakh rupees, by the Regional Director or any officer authorised by the Central Government, (italics supplied) on payment or credit, by the company or, as the case may be, the officer, to the Central Government of such sum as that Tribunal or the Regional Director or any officer authorised by the Central Government, as the case may be, may specify: Provided that the sum so specified shall not, in any case, exceed the maximum amount of the fine which may be imposed for the offence so compounded: Provided further that in specifying the sum required to be paid or credited for the compounding of an offence under this sub-section, the sum, if any, paid by way of additional fee under sub-section (2) of section 403 shall be taken into account: Provided also that any offence covered under this sub-section by any company or its officer shall not be compounded if the investigation against such company has been initiated or is pending under this Act. (2) Nothing in sub-section (1) shall apply to an offence committed by a company or its officer within a period of three years from the date on which a similar offence committed by it or him was compounded under this section. Explanation.'For the purposes of this section- (a) any second or subsequent offence committed after the expiry of a period of three years from the date on which the offence was previously compounded, shall be deemed to be a first offence; (b) 'Regional Directorll means a person appointed by the Central Government as a Regional Director for the purposes of this Act. (3) (a) Every application for the compounding of an offence shall be made to the Registrar who shall forward the same, together with his comments thereon, to the Tribunal or the Regional Director or any officer authorised by the Central Government, as the case may be. (b) Where any offence is compounded under this section, whether before or after the institution of any prosecution, an intimation thereof shall be given by the company to the Registrar within seven days from the date on which the offence is so compounded. (c) Where any offence is compounded before the Institution of any prosecution, no prosecution shall be instituted in relation to such offence, either by the Registrar or by any shareholder of the company or by any person authorised by the Central Government against the offender in relation to whom the offence is so compounded. (d) Where the compounding of any offence is made after the institution of any prosecution, such compounding shall be brought by the Registrar in writing, to the notice of the court in which the prosecution is pending and on such notice of the compounding of the offence being given, the company or its officer in relation to whom the offence is so compounded shall be discharged. (4) The Tribunal or the Regional Director or any officer authorised by the Central Government, as the case may be, while dealing with a proposal for the compounding of an offence for a default in compliance with any provision of this Act which requires a company or its officer to file or register with, or deliver or send to, the Registrar any return, account or other document, may direct, by an order, if it or he thinks fit to do so, any officer or other employee of the company to file or register with, or on payment of the fee, and the additional fee, required to be paid under section 403, such return, account or other document within such time as may be specified in the order. (5) Any officer or other employee of the company who fails to comply with any order made by the Tribunal or the Regional Director or any officer authorised by the Central Government under sub-section (4) shall be punishable with imprisonment for a term which may extend to six months, or with fine not exceeding one lakh rupees, or with both. (6) Notwithstanding anything contained in the Code of Criminal Procedure, 1973 (2 of 1974) ,- (a) any offence which is punishable under this Act, with imprisonment or fine, or with imprisonment or fine or with both, shall be compoundable with the permission of the Special Court, in accordance with the procedure laid down in that Act for compounding of offences; (b) any offence which is punishable under this Act with imprisonment only or with imprisonment and also with fine shall not be compoundable. (7) No offence specified in this section shall be compounded except under and in accordance with the provisions of this section.
(2.) Perusal of sub section (7) of Section 441 makes it amply clear that Section 441 is a complete code by itself meant for the purpose of compounding of offences as sub section( 7) of Section 441 clearly lays down that an offence shall not to be compounded except in accordance with the provisions of the Section. However, though compounding relates to an offence, the term "offence" has not been defined either in the said provision or for that matter elsewhere in Companies Act, 2013. In the absence of definition of 'Offence' in Companies Act, 2013, recourse is had to Genera! Clauses Act, 1897 which as per Section 3(38) of the said Act defines the term "Offence' to mean any act or omission made punishable by any law for the time being in force. The definition contained in Criminal Procedure Code of an 'Offence' also runs in a similar vein. Reverting to the provisions of Companies Act, 2013 and more particularly to Section 441 the said section details the procedure for filing an application for compounding of an offence, including before whom it is required to be filed and the authorities who are then required to deal with the said application. Further the circumstances under which an application for compounding will not be maintainable is also explicitly stated therein.
(3.) By virtue of clause (a) of sub-section (3) of Section 441, it is seen that an application for compounding of an offence is required to be made to the Registrar. Upon receipt of the application for compounding from, the applicant, the Registrar is required to forward the same either to the Tribunal or the Regional Director or an officer authorized by the Central Government along with his comments. Even though power to compound an offence is vested either with the Tribunal or Regional Director, the initial filing of the application for the purpose of compounding by the applicant is required to be made only with the Registrar meaning Registrar of Companies concerned, in view of the general scheme of the provisions of the Act where under, both the regulatory authority in relation to overseeing and enforcing compliance as prescribed under the different provisions of the Act, as well as the prosecuting authority predominantly in issuing show cause notice in relation to non-compliance with the regulatory framework envisaged under the Act and subsequently, if necessary, in initiating prosecution before the appropriate criminal court concerned, is also vested with the Office of the Registrar of Companies.;