ORDER
K.K. Balu, Member
1. The above application filed by the applicants under Section
621A of the Companies, Act, 1956 (‘the Act’) was forwarded to this Bench by the Resgis-
trar of Companies,, West Bengal (‘the RoC, WB’) for composition of the offences as
provided under Section 621A(4)(C) of the Act. In the said application, the applicants
seek composition of the offence committed by them relating to contravention of Sub-
section (1) of Section 211 of the Act which is punishable under Sub-section (7) of Sec-
tion 211 of the Act.
2. The applicant Nos. 1,2 and 3 being officers is default within the meaning of Sec-
tion 5 of the Acts are liable for the contravention.
3. The applicants is their application submitted that they are the erstwhile direc-
tors of Natraj Holding (P) Ltd. (NHPL’) which has been merged and amalgamated
with Sudarshan Exports Limited (‘SEL’) by an order dated 23.4.1996 passed by High
Court at Calcutta, under Sections 391-394 of the Act. Consequent open the amalgama-
tion, GFSPL has been dissolved without winding up by the order of High Court at
Calcutta passed on 25.6.1997. The applicants are at present no longer directors/
officers of NHPL. The RoC, WB, has filed a petition of compliant under Section 211(7)
of the Act, before the Chief Metropolitan Magistrate Calcutta, in March, 1999 against
the applicants for violation of Section 211(1) by not drawing the balance sheet as at 31
March, 1995, in the form set out in Part I of Schedule VI. The prosecution is pending
before the 3rd court of Metropolitan Magistrate at Calcutta. The applicants have
pleaded that due to inadvertence the said balance sheet was not drawn up on the form
set out Part I of Schedule VI of the Act and the violation was unintentional and the
offence may be compounded.
4. The RoC, WB, while forwarding his report on the compounding application
submitted the facts that led the issue of show cause notice to the officers in default
and subsequent launching of prosecution against them. The RoC, WB, has no object-
tion to the offence compounded against the applicants.
5. When the above application was taken up for hearing on 24.1.2000,Shri Anil
Murarka, practising company secretary and authorised representative for the appli-
cants, while reiterating the averments made in the application submitted that the
applicants were directors of NHPL which stands dissolved without up by the
order of High Court at Calcutta consequent upon amalgamation with SEL, and that
the offence against the applicants may be compounded by taking a lenient view.
6. The application in C.A. No. 114(621A)/ERB/99 filed earlier by the applicants
has been withdrawn for which the RoC, WB, has no objection. Therefore the said application is dismissed as withdrawn.
7. I have carefully considered the submissions of Shri Murarka for the applicants
and the report of the RoC, WB, on the compounding application. After taking into
account the facts and circumstances of the present case, submission of authorised
representative for the applicants and the report of RoC, WB, I am inclined to com-
pound the offence with regard to contravention of Section 211(1) against the appli-
cants by imposing composition amount with the concurrence of the authorised repre-
sentative for the applicants:
Each of the applicant Nos. 1, 2 and 3 herein shall pay a sum of Rs. 300 (Rupees
three hundred only).
On payment by each of the applicants to the Central Government of the composition
amount, the offences against the applicants shall stand compounded. The remittance
shall be made by way of demand draft payable in favour of ‘Pay and Accounts Officer,
Department of Company Affairs, Calcutta’ and shall be deposited to the Registrar of
Companies, West Bengal. The payments shall be made within 30 (thirty) days from
the date of receipt of the order an intimation along with documentary evidence
of such payments shall be given by the applicants to the RoC, WB, and the Bench
Officer, as well, in terms of Section 621(4)(d) of the Act the RoC, WB, shall bring such
composition, in writing to the notice of the court in which the prosecution case is
pending. In default of such payments, the applicants for composition of offences
shall stand dismissed.
8. A copy of this order shall be sent to the applicants as also to the RoC WB, for
necessary action in terms of this order.