DEAULT FOR NOT CONDUCTING AGM /ANY MISTAKE IN AGM OF THE COMPANY

DEAULT FOR NOT CONDUCTING AGM /ANY MISTAKE IN AGM OF THE COMPANY

Section 99

IF any default is made in holding an annual general meeting of the company in accordance with section 96/97/98 or in complying with any directions of the tribunal, then

  •  the company
  • and every officer of the company who is in default

punishable with fine    –

  1. which may extend to Rs.1,00,000/- and
  2. in the case of a continuing default, with a further fine which may extend to Rs.5000/- for every day during which such default continues.

Compounding of Offences u/s 441

Any offence punishable under this Act [not being an offence punishable with imprisonment only, or punishable with imprisonment and also with fine], may be compounded by—

(a) the Tribunal (NCLT); or

(b) where the maximum amount of fine which may be imposed for such offence does not exceed Rs.25 Lakh, by the Regional Director or any officer authorised by the Central Government,

On the composition of an offence under Section 441, an intimation of the same shall be given by the company to the Registrar within 7 days from the date of composition of offence.

Process of Compounding of Offence

> Call the Board Meeting to discuss

  • the nature default and the offence under the Companies Act;
  • an amount of fine as per the relevant section;
  • to give authority to director to sign compounding application and other necessary documents;
  • to authorize professional to file application and appear before the authority for compounding of offence.

> Filling of e-form GNL-1 with the ROC

> Registrar shall include its comments and further forward to the Tribunal, RD or any other officer authorized by Central govt., as the case may be.

> File form INC-28 with the ROC

Where any offence is compounded, intimation thereof shall be given by the company to the Registrar in e-form INC-28 within 7 days from the date on which the order is made available to the company.

Failure of compliance with the order of compounding is an offence punishable with imprisonment of six months or fine not exceeding Rs 100,000/- or with both.