Pahuja Takii Seed Ltd. & Ors. Vs Registrar of Companies (NCLAT Delhi)
The National Company Law Appellate Tribunal (NCLAT) considered multiple appeals arising from a common order of the National Company Law Tribunal (NCLT), New Delhi Bench-III, which had dismissed or disposed of various applications filed under Section 441 of the Companies Act, 2013 for compounding offences. The applications related to defaults including non-filing of annual returns, non-filing of financial statements, non-convening of annual general meetings and board meetings, and other statutory compliances. The NCLT had held that repeated defaults committed within three years were virtually non-compoundable under Section 451 read with Section 441(6), that joint applications covering defaults under the Companies Act, 1956 and the Companies Act, 2013 were not maintainable, and that it lacked pecuniary jurisdiction where the maximum fine did not exceed ₹5 lakh.
The NCLAT framed questions relating to whether joint applications by companies and their officers were permissible, whether a single application could cover the same offence committed in different years, whether repeated offences within three years became non-compoundable, and whether the Tribunal had jurisdiction where the maximum fine prescribed did not exceed ₹5 lakh.
After examining Section 441 of the Companies Act, 2013, the Appellate Tribunal held that the Tribunal has the power to compound offences irrespective of any pecuniary limit. It observed that the ₹5 lakh limit only restricts the powers of the Regional Director or an authorised officer of the Central Government and does not curtail the Tribunal’s jurisdiction. The Tribunal held that the NCLT had incorrectly imposed a pecuniary limitation on itself where none existed under the statute.
