Compounding of application under Section 159 of Companies Act, 1956

BEFORE THE COMPANY LAW BOARD, NORTHERN REGION BENCH,
NEW DELHI

Company Application No. --------------- of 2004

In the matter of the Companies Act, 1956 Section 621A

And

1. In the matter of Abc India Limited;
Having Registered Office: .

And

2. In the matter of Mr. Abc Modi R/o 403, Suniti Apartments Indian, 4th Floor, S-B Road, Malad (West), Mumbai.

--------------------- Applicants

An Application under Regulation 40(1) of the Company Law Board Regulations, 1991 and Section 621A of the Companies Act, 1956 for composition of offences u/s 159 of the Companies Act, 1956, for onward submission with this composition under regulation 40(2) of Company Law Board Regulation, 1991 to the Honorable Company Law Board, Northern Bench, New Delhi: -

The application of the applicants, the applicants respectfully showeth as follows: -

1. That the above named Company, the Applicant no. 1 (hereinafter called the company) was registered on 1st March, 1985 under the provisions of the Companies Act, 1956, a Company limited by shares and is having its registered office at ABC Hari Nagar, Clock Tower, New Delhi, 140 064.

2. That the applicant’s no. 2 is the Directors of the Company and who is an officer in default.

3. That the Authorised Share Capital of the Company is Rs. 1,00,00,000/- (Rupees One Crore Only) divided into 40,00,000/- (Ten Lac) Equity shares of Rs. 40/- (Rupees Ten only) each out of which 9,96,000 (Nine Lac Ninety Six Thousand) equity Shares of Rs. 40/- (Rupees Ten only) each are paid up. Thus the paid up share capital of the Company is Rs. 99,60,000/- (Rupees Ninety-nine Lac Sixty Thousand only).

Contd….2..
…..2…..

4. That the main objects for which the company was incorporated are set out in Clause III (A) 1, 2, 3 & 4 of the Memorandum of Association of the company. A certified copy of Memorandum and Articles of Association are enclosed as Annexure ‘A’.

The main objects for which of the Company is established are:

III. (A) THE MAIN OBJECTS TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION ARE:

To carry on the business of purchasers, sellers, suppliers, traders, merchants, brokers, agents, assemblers, packers, stockiest, distributors, dealers, indentors, importers of all kinds of goods, merchandise, articles, including agricultural products, food articles, forest products, plantations, crops like tea, coffee, tobacco plants, machinery, spare parts, components, raw-materials, consumables, devices, bullion, precious stones, work of art, curious, jewellery, ornaments, document in formations, projects, services & ideas, and/or to act as principals, dealers, agents sub-agents, manufacturers representative either solely or in conjunction with other or otherwise and/or to render services in foreign countries and vice versa in connection therewith and for the above said purposes to establish or maintan services of maintenance or depot and/or industries any where in the world.

To carry on business as buyers, sellers, importers, exporters, dealers, commission agents and dealers in plants, machineries equipments, apparatus, gadgets, appliances, accessories, spare parts, automobile machinery and their components and spare parts and dealers in jute and jute goods, lamination textile, cotton, yarn, wool and woolen goods, handicrafts, jewellery, ornaments, steel, plastic, rubber, chemicals, engineering goods, minerals, electronic, cloth, dresses, garments, transports, vehicles, food products, live stocks paper and paper products.

To finance, facilitate, encourage, promote and assist in the establish ment and growth of industries of industrial undertakings.

To carry no the business of manufacturers, producers, processors, bleachers, dyers, printers, ginners, spinners, weavers, texturisers, importers, exporters, buyers, sellers and dealers in all kinds of threads yarns, fibres, textile and fabric whether synthetic, artifical or natural, nylon, polyester, acrylics, terylene, rayon, silk, artificial silk, linen, cotton, wool, jute and any other fibres or fibrous materials, allied products, by products and substitutes for all or any of them, wool combers, worsted spinners, woollen spinners and to treat and utilize any waste arising from any such manufacture, production or process.

Contd….3..
…..3…..

5. That after incorporation, the company has been doing business as mentioned in the above said clauses of the Memorandum of Association of the company. The company has been regularly depositing its due returns i.e. Balance Sheet and Annual Return with the Registrar of Companies, NCT Delhi & Haryana, New Delhi.

6. That the company has not working well, incurring losses and its performance is not satisfactory. Further, due to some circumstances and overlook the Annual Return of the company could not be filed. Though the Annual General Meeting was held at in time, Annual Returns were prepared and signed at in time but could not be filed due to oversight. A Certified copy of Balance Sheet are enclosed as Annexure ‘B’.

7. That the company has already filed its Annual Return on 25.02.2005 vide its receipt No. 321327. The company and its Directors has not received any show cause notice so far except summon of Court. In between the Registrar of Companies, New Delhi initiated prosecution proceedings against the Company and its Directors for the default u/s 159 of the Companies Act, 1956 in the Hon’ble Court of Addl. Chief Metropolitan Magistrate, Tis Hazari Court, Delhi for the financial year 2003-2004.

8. That Section 159 of the Companies Act, 1956 requires a company to file a copy of Annual Return for each of the Financial Year with the Registrar of Companies within 60 days from the due date of filing. The delay in filing of Annual Return are as under:-
-----------------------------------------------------------------------------------------------
Description of Due date Due date Filing Delay
Documents of AGM of filing date
----------------------------------------------------------------------------------------------
1. Annual Return 30/09/04 29/11/04. 25/02/2004 2 months
26 days.

9. That the cases for the Annual Return have been fixed for hearing on 11.07.2005 in the Hon’ble Court of Additional Chief Metropolitan Magistrates, Tis Hazari Courts, Delhi – 140006.

10. That the Company has already filed Annual Return with additional fees of Rs. 4000/- (Rupees One Thousand Only) against its normal fees of Rs. 500/- (Rupees Five Hundred only) with the Registrar of Companies, NCT of Delhi & Haryana, New Delhi. The Filing Proof ROC Receipt are enclosed as Annexure ‘C’.

11. That the maximum fine that can be imposed for the offence being more than Rs. 50,000/- (Fifty Thousand), the subject matter of the application is within the jurisdiction of the Hon’ble Bench.

Contd….4..
…..4…..

12. That the application is not barred by limitation.

13. That the applicants further declare that they have not previously filed any application, writ petition or suit regarding the matter in respect of which this application has been made, before any Court of Law or any other authority or any other bench of the Board and not any such application, writ petition or suit is pending before any of them.

14. That this is a fit case for grant of relief by composition of offence.

15. That no one will be prejudiced by the composition and it is just and equitable that the composition may be done.

16. In view of the facts mentioned in para 5 to 15 above, the applicant company, therefore humbly praying for the following relives that :

a) In view of the fact that the company has already filed the Annual Return and had paid an additional fine of Rs. 4000/- (Rupees One Thousand only) as against the normal fees of Rs. 500/- (Rupees Five Hundred Only) for the documents in respect of which prosecution has been launched. The delay in filing be condoned with a levy of just a token compounding fees.

a) The prosecution proceeding against the Directors & company filed in the Chief Additional Metropolitan Magistrate, Tis Hazari Court, Delhi, be withdrawn immediately because the company had already filed all the documents and made petition under section 621A of the Companies Act, 1956 for Compounding of the offences to the Hon;ble Company Law Board, Northern Bench, Delhi.

b) That such other order may be passed as in the premises of the Hon’ble Bench may deem fit.

For ABC INDIA LIMITED.
Place : New Delhi
Date :

(________Kumar Jain)
Director
Applicant no. 1.



Abc Modi
Applicant No. 2








BEFORE THE COMPANY LAW BOARD, NORTHERN REGION BENCH,
NEW DELHI

Company Application No. --------------- of 2004

In the matter of the Companies Act, 1956 Section 621A

And
In the matter of Abc India Limited;
Having Registered Office: ABC Hari Nagar, Clock Tower, New Delhi, 140 064.

--------------------- Applicants

I, ____ Kumar Jain S/o Sh. ________ Kumar Jain, aged about …….. at present residing at Panchwati Complex, Kanke Road, Ranchi, Jarkhand by occupation a Business man do solemnly affirm and say as follows:

1. That I am a Director of M/s. Abc India Limited, Applicant No. 1 to the petition, am duly authorised by the Board of Directors of the said Company to sign and file the application for compounding u/s 621A of the Companies Act, 1956 for and on behalf of the company i.e. Applicant No. 1 in the petition.

2. That I am agreeable to the compounding of offences u/s 159 of the Companies Act, 1956 as declared in the aforementioned application u/s 621A of the Companies Act, 1956.
Contd….2..
…..2…..

3. That the statements made in paragraph 1 to 15 of the enclosed application are true to my best of knowledge, information and belief and para 16 is the prayer for relief.

4. That this declaration is true, it conceals nothing and no part of it is false.



Place :New Delhi
Date : Deponent










BEFORE THE COMPANY LAW BOARD, NORTHERN REGION BENCH,
NEW DELHI

Company Application No. --------------- of 2004

In the matter of the Companies Act, 1956 Section 621A

And

In the matter of Abc India Limited;
Having Registered Office: ABC Hari Nagar, Clock Tower, New Delhi, 140 064.

--------------------- Applicants

I, Abc Modi S/o Late Sh. _____ Shankar Modi, aged about …….. at present residing at 403, Suniti Apartments Indian, 4th Floor, S-B Road, Malad (West), Mumbai by occupation a Business man do solemnly affirm and say as follows:

1. That I am a Director of M/s. Abc India Limited and is an Officer in default, Applicant No. 2 in the above mentioned petition.

2. That I am agreeable to the compounding of offences u/s 159 of the Companies Act, 1956 as declared in the aforementioned application u/s 621A of the Companies Act, 1956.
Contd….2..
…..2…..

3. That the statements made in paragraph 1 to 15 of the enclosed application are true to my best of knowledge, information and belief and para 16 is the prayer for relief.

4. That this declaration is true, it conceals nothing and no part of it is false.



Place :New Delhi
Date : Deponent









BEFORE THE COMPANY LAW BOARD, NORTHERN REGION BENCH,
NEW DELHI

Company Application No. --------------- of 2004

In the matter of the Companies Act, 1956 Section 621A

And
In the matter of Abc India Limited;
Having Registered Office: ABC Hari Nagar, Clock Tower, New Delhi, 140 064.

--------------------- Applicants

I, Abc Modi S/o Late Sh. Daya Shankar Modi, aged about …….. at present residing at Mr. Abc Modi R/o 403, Suniti Apartments Indian, 4th Floor, S-B Road, Malad (West), Mumbai, one the applicants in the application above mentioned, do hereby authorise Mr. K. K. Singh Proprietor of K. K. Singh & Associates, Company Secretaries, in Whole Time Practice having office at 211F, Housing Board Sector –40, Gurgaon-122 001 to enter appearance on my behalf before the Hon’ble Northern Region Bench of the Company Law Board and to act for every purpose connected with the proceedings.


Abc Jain










BEFORE THE COMPANY LAW BOARD, NORTHERN REGION BENCH,
NEW DELHI

Company Application No. --------------- of 2004

In the matter of the Companies Act, 1956 Section 621A
And
In the matter of Abc India Limited;
Having Registered Office: ABC Hari Nagar, Clock Tower, New Delhi, 140 064.

--------------------- Applicants


I, _________ Kumar Jain S/o Sh. Santosh Kumar Jain, aged about …….. at present residing at Panchwati Complex, Kanke Road, Ranchi, Jarkhand one the applicants in the application above mentioned, do hereby authorise Mr. K. K. Singh Proprietor of K. K. Singh & Associates, Company Secretaries, in Whole Time Practice having office at 211F, Housing Board Sector –40, Gurgaon-122 001 to enter appearance on my behalf before the Hon’ble Northern Region Bench of the Company Law Board and to act for every purpose connected with the proceedings.

Vijay Kumar Jain




BEFORE THE COMPANY LAW BOARD, NORTHERN REGION BENCH,
NEW DELHI

Company Application No. --------------- of 2004

In the matter of the Companies Act, 1956 Section 621A

And

In the matter of Abc India Limited;
Having Registered Office: ABC Hari Nagar, Clock Tower, New Delhi, 140 064.

--------------------- Applicants

FORM NO.5
SEE REGULATION 18(3)
MEMORANDUM OF APPEARANCE
TO,
THE BENCH OFFICER,
COMPANY LAW BOARD,
NORTHERN REGION BENCH

Dear Sir,

Please take notice that I. K. K. Singh Proprietor of K. K. Singh & Associates, Company Secretaries, in Whole Time Practice having office at 211F, Housing Board, Sector-40, Gurgaon, Haryana, duly authorised by Board to enter appearance and do hereby enter appearance for and on behalf of M/S. Abc India Limited, petitioner in the above mentioned petition.

A copy of the resolution passed by the Board of Directors authorising us to enter appearance and to act for every purpose connected with the proceeding for the said party is enclosed, duly signed by us for identification.

Yours Sincerely,
For K. K. SINGH & ASSOCIATES



Place : Gurgaon (K. K. SINGH)
Dated : Company Secretaries

ABC INDIA LIMITED
Registered Office: ABC Hari Nagar, Clock Tower, New Delhi, 140 064.


CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY THE BOARD OF DIRECTORS OF M/S ABC INDIA LIMITED AT ITS MEETING HELD ON 13TH DAY OF JUNE, 2005 AT abc HARI NAGAR, CLOCK TOWER, NEW DELHI-140 064 AT 2.00 P.M.
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“RESOLVED THAT the Company do file an application before the Hon’ble Company Law Board, Northern Region Bench, New Delhi u/s 621A of the Companies Act, 1956 for the compounding of the offences committed u/s 159 of the Companies Act, 1956.”

“RESOLVED FURTHER THAT Sh. _______ Kumar Jain, Director of the company be and is hereby authorised to sign, execute and deliver petitions, applications, affidavits, documents, Memorandum of Appearance or any such other documents, papers, etc. that may be required in this connection, with the Company Law Board, Registrar of Companies or such other authorities/offices as may be required form time to time relating to application for compounding of offences, to be filed with the Company Law Board.”

“RESOLVED FURTHER THAT Mr. Mr. K. K. Singh Proprietor of K. K. Singh & Associates, Company Secretaries, in Whole Time Practice in India, be and are hereby appointed as an Authorised Representative to enter appearance before the Hon’ble Company Law Board and to accept all such compliance on behalf of the applicants that may be put by the Hon’ble Bench while framing the Order to do all acts incidental thereto.”

“RESOLVED FURTHER THAT certified true copies of this Resolution wherever required, be furnished to the concerned authorities under the signatures of any director.”


CERTIFED TRUE COPY
FOR ABC INDIA LIMITED.



DIRECTOR

ABC INDIA LIMITED
Registered Office: ABC Hari Nagar, Clock Tower, New Delhi, 140 064.


LIST OF ANNEXURES

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SL.No. Particulars Annexure Page No.
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1. Memorandum & Articles of Association A

2. Certified copy of Balance Sheet as at 31.03.04 B

3. Receipts No. 321327 Date 25.02.2005 Issued by C Registrar of Companies evidencing deposit of
Balance Sheet & Annual Returns for the years
ending on 31.03.2004.

5. Board of Directors Resolution dated 13th June, D
2005 regarding Appointment of authorised
representative to sign and file the application
petition.

6. Memorandum of Appearance E

7. Affidavits Verifying the Applications 1 TO2 F1 to F2

8. Power of Attorney from Applicant Nos. 1 to 2 G1 to G2



ABC INDIA LIMITED
Registered Office: ABC Hari Nagar, Clock Tower, New Delhi, 140 064.


To,
The Registrar of Companies, Date :_________
NCT of Delhi & Haryana,
New Delhi –140 003.



Subject: Application u/s 621A of the Companies Act, 1956 for compounding of offences U/S 159 of the Companies Act, 1956.


Dear Sir,

This has with reference to the above said captioned subject. In this regard we wish to submit that prosecutions have been Launched by your good office against the company and its directors u/s. 159 of the Companies Act, 1956 in respect of the following:

The cases have been fixed for hearing on 11.07.2005 in the hon’ble Court of Additional Chief Metropolitan Magistrate, Tis Hazari Courts, Delhi – 140054.

We are forwarding herewith 2 copies of Application u/s 621A of the Companies Act, 1956 requesting for compounding of the above offences.

We pray that the application may kindly be forwarded to the Company Law Board, Northern Bench, New Delhi at your earliest.


Thanking You,


Yours faithfully,
For ABC INDIA LIMITED


Vijay Kumar Jain
Director

10.07.2005
ABC INDIA LIMITED
Registered Office: ABC Hari Nagar, Clock Tower, New Delhi, 140 064.


CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY THE BOARD OF DIRECTORS OF M/S ABC INDIA LIMITED AT ITS MEETING HELD ON 13TH DAY OF JUNE, 2005 AT abc HARI NAGAR, CLOCK TOWER, NEW DELHI-140 064 AT 2.00 P.M.
---------------------------------------------------------------------------------------------------


AUTHORISATION TO APPEAR IN THE COURT OR CLB.


“RESOLVED THAT the Company do file an application before the Hon’ble Court or Company Law Board, Northern Region Bench or Regional Director for the compounding of the offences committed u/s 159 and 220 of the Companies Act, 1956.”

“RESOLVED FURTHER THAT Sh. Vijay Kumar Jain and S. K. Jain, Directors of the company be and are hereby authorised to sign, execute and deliver petitions, applications, affidavits, documents, Memorandum of Appearance or any such other documents, papers, etc. that may be required in this connection, with the Company Law Board, Registrar of Companies or such other authorities/offices as may be required form time to time relating to application for compounding of offences, to be filed with the Court, Company Law Board or Regional Director.”

“RESOLVED FURTHER THAT Mr. Mr. K. K. Singh Proprietor of K. K. Singh & Associates, Company Secretaries, in Whole Time Practice in India, be and is hereby appointed as an Authorised Representative to enter appearance before the Hon’ble Company Law Board, Regional Director or Court, New Delhi and to accept all such compliance for and on behalf of the applicants company and Sh. Abc Modi including compounding of offences that may be put by the Hon’ble Court, Company Law Board, Regional Director while framing the Order for composition and to do all acts incidental thereto including to appoint Advocate or professional for the same.”

“RESOLVED FURTHER THAT certified true copies of this Resolution wherever required, be furnished to the concerned authorities under the signatures of any director.”


CERTIFED TRUE COPY
FOR ABC INDIA LIMITED.



DIRECTOR