The petitioners have filed this application u/s. 441 of the Companies Act, 2013 praying for compounding of the default of not holding the AGM within time for the Financial years ended F.Y. 2013 to 2015. The default has been made good as the company has since held its AGM for the relevant years, a fact confirmed by the RoC.

2.As per the provision of Section 96(1) of the Companies Act, 2013:

Every company other than a One Person Company shall in each year hold in addition to any other meetings, a general meeting as its annual general meeting and shall specify the meeting as such in the notices calling it, and not more than fifteen months shall elapse between the date of one annual general meeting of a company and that of the next.

3.The said petition has been routed through the office of the RoC along with their comments. There is no repudiation by the department of the applicants assertion that the aforesaid objection has been removed.

4.As per averments, the AGMs for the years 20122013, 20132014 and 20142015 were duly held on 20.03.2014, 01.04.2015 and 18.11.2015 respectively giving rise to a delay of 170, 182 and 48 days for each year.

5.The fine for the aforesaid lapse is provided under Section 168 of 1956 Act and 99 of the Act, 2013 and in terms thereof attracts punishment for a term of imprisonment or fine or both. Accordingly, the RoC has recommended the fine as under:

S. No.

Name of Applicant

Default Period

Section

No. of days

Amount

1.

Ebot IT Services Private Limited

F.Y. 20122013

166

50,000 + 170*2500

4,72,500/-

F.Y. 20132014

166

50000+182*2500 per day

5,02,500/-

F.Y. 20142015

96

1,00,000 + 48*5000 per day

3,35,000/-

Total

13,10,000/-

2.

Mr. Rahul Patni

F.Y. 20122013

166

50,000 + 170*2500 per day

4,72,500/-

F.Y. 20132014

166

50,000 + 182*2500 per day

5,02,500/-

F.Y. 20142015

96

1,00,000 + 48*5000 per day

3,35,000/-

Total

13,10,000/-

3.

Mr. Rahinton Minoo Kalifa

F.Y. 20122013

166

50,000 + 36*2500 per day

1,37,500/-

F.Y. 20132014

166

50,000 + 182*2500 per day

5,02,500/-

F.Y. 20142015

96

1,00,000 + 49*5000 per day

3,40,000/-

Total

9,80,000/-

4.

Mr. Sanjay Agarwal

F.Y. 20122013

166

50,000 + 164*2500 per day

4,57,500/-

F.Y. 20132014

166

1,00,000 + 414*5000 per day

21,65,000/-

Total

26,22,500/-

7.It is submitted that the aforesaid default was beyond the control of the applicants for bonafide reasons as the accounts in each relevant year could not be finalized on time. It is also stated that the said default which has since been made good has not caused prejudice to any stakeholder. No. investigation has been initiated against the company and they have suo moto filed for compounding of the delay in compliance of the statutory requirement. In view of the same, there is no legal impediment in granting the prayer of the petitioners for composition of the offence. In terms of the guidelines laid down by the Honble NCLAT, and after considering various factors like the period of default, gravity of offence etc. this Bench deems it just and equitable to impose the fines as under:

S. No.

Name of the Applicant

Amount

1.

Ebot IT services Private Limited

3 Lakhs

2.

Mr. Rahul Patani

3 Lakhs

3.

Mr. Rohinton Minoo Kalifa

2 Lakhs

4.

Mr. Sanjay Agarwal

5 Lakhs

8.Fine imposed on the Directors/officers shall be paid out of their personal accounts.

9.Subject to the remittance of the aforesaid fine within 30 days, the offence shall stand compounded. Copy of the order be sent to the office of the RoC. Compliance Report be placed on record.

10.Petition stands disposed off in terms of the above and be consigned to Record Room.