The Court has the discretion to impose a fine for non-compliance with statutory requirements under the Companies Act, 1956, taking into account the circumstances of the case.

JUDGMENT

1. Matter comes up on Misc. Application No.1/2021 dated 27.09.2021 filed on behalf of the applicants under Rule 9 of the Companies (Court) Rules, 1959, whereby prayer has been made to review the order dated 02.09.2021, passed by this Court, whereby this Court had proposed to pay fine of Rs.5,00,000/- for not-complying with the statutory requirement of filing statement of Affairs.

2. This Court on 02.09.2021 had granted time to learned counsel Mr.Amol Vyas to seek instructions from his clients- applicants if they were prepared to pay Rs.5,00,000/-, as fine in compliance of provisions of Section 454 of the Companies Act, then matter can be considered for deciding the application filed by the Official Liquidator.

3. Learned counsel Mr.Amol Vyas had sought time on that date to seek instructions and to inform this Court.

4. Learned counsel Mr.Amol Vyas has filed an application on 27.09.2021 and submitted that though this Court on earlier occasion, has taken a lenient view for delay in filing the statement of affairs and the proposed penalty of Rs.5,00,000/-, but this decision may be reviewed sympathetically.

5. Learned counsel further submitted that in the present case, the order of appointing provisional liquidator was passed on 24.04.2015 and Official Liquidator was appointed as provisional liquidator of the respondent-Company and thereafter Company was ordered to be wound up on 07.04.2017 and again Official Liquidator was appointed as liquidator of the Company.

6. Learned counsel submitted that the applicant had filed their statement of affairs on 06.12.2017 and there is a delay of about two years and six months and as such this Court may consider imposition of fine leniently.

7. Learned counsel submitted that the applicants had no intention of violating the provisions of law and even the Official Liquidator has not filed any application under Section 543 as there has been no misfeasance and breach of trust on the part of the applicants.

8. Learned counsel also submits that this Court, in the case of Official Liquidator of Lath Steels Private Limited v. Pawan Kumar Lath & Ors. (S.B. Company Application No.100/2010 in S.B. Company Petition No.04/1999) decided on 19.02.2016, has considered the provisions of Section 454 and a lenient view has been taken by the Court, where a simple arithmetical calculation the amount of fine came to Rs.43,80,000/- but only imposed Rs.2,00,000/- as fine.

9. Learned counsel for the applicants submitted that the applicants have always been complying with the instructions which have been issued by the Official Liquidator and other Authorities from time to time and as such there has been no intentional act to commit violation of any provisions of the Companies Act, 1956.

10. Learned counsel appearing for the Official Liquidator Mr.Ankit Sethi submitted that this Court has already considered the aspect of imposing less fine then the actual fine, which is recoverable from the applicants and as such this Court on 02.09.2021 had only imposed Rs.5,00,000/- instead of Rs.7,30,000/-.

11. I have heard the submissions made by learned counsel for the parties and perused the material available on record.

12. This Court finds that Section 454(5) of the Companies Act, 1956 empowers the Court to impose fine which may extend to Rs.1,000/- for every day for which the default continues and further can also impose punishment of imprisonment which may extend up to two years.

13. This Court considering the entire facts of the present case, deems it proper to direct that the applicants will pay Rs.2,50,000/- as fine for contravention of Section 453(3) and the said amount of Rs.2,50,000/- will be deposited in the Common Pool Fund with the Official Liquidator within a period of 45 days from today. However, in the event of non-payment of the amount of fine as aforesaid, the applicants-Directors of the Company in liquidation, shall be liable in alternative, to serve simple imprisonment for a period of six months.

14. Accordingly, th