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2023 Supreme(Online)(NCLT) 871
NATIONAL COMPANY LAW TRIBUNAL
TATA TECHNOLOGIES LIMITED – Appellant
Versus
Registrar of Companies Maharashtra Pune – Respondent
CP - 98/2023
For the Petitioner:INDRANIL DESHMUKH
NATIONAL COMPANY LAW TRIBUNAL COURT- V, MUMBAI BENCH Under section 441 of the Companies Act, 2013 In the matter of TATA Technologies Limited CIN: U72200PN1994PLC013313, A company incorporated under the Companies Act, 1956 and having its registered office at Plot No. 25, Rajiv Gandhi Infotech Park, Hinjawadi, Pune 411057.
…. Applicant Company/ Petitioner Versus Registrar of Companies, Pune having registered office at PCNTDA, Green B Building, Block A, 1st and 2nd Floor, Near Akurdi Railway Station, Akurdi, Pune 411044.
…Respondent Order delivered on: 08.05.2023 Coram:
Hon’ble Shri Kuldip Kumar Kareer, Member (Judicial)
Hon’ble Smt. Anuradha Sanjay Bhatia, Member (Technical)
For the Petitioner: Mr. Animesh Bisht, Advocate a/w Ms. Saloni Kapadia and Mr. Aniruddh Gambhir i/b Cyril Amarchand Mangaldas.
For the Respondent: Mr. Mangesh Jadhav, ICLS, RoC, Pune.
Per: Bench.
ORDER
Defaulters Herein:
1) Mr. Anubhav Kapoor- Company Secretary- Applicant 2
2) Mr. Patrick McGoldrick Raymon- Managing Director– Applicant 3.
Section Violated:
Section 67(3) of the Companies Act, 2013 Punishment Provided Under:
Section 629A Companies Act, 1956
1. This present Compounding Application has been filed by the TATA Technologies Limited (hereinafter referred as “Petitioner”) under Section 441 of the Companies Act, 2013 (hereinafter referred as “Act”) for compounding of offences for the reason that the Petitioner during the Financial Years 2001, 2007 and 2008 allotted certain equity shares to the promoters and employees of the petitioner and have inadvertently breached Section 67 (3) of the Companies Act, 1956, by allotting equity shares to more than 49 persons.
2. The dates and details where the offer/allotments were made inadvertently to more than 49 shareholders are as under:
Financial Year
Date of allotment
Number of allottees
Number of shares allotted
Price per share (INR)
FY 2001
Dec 27, 2000
2
81,00,000
25/-
FY 2001
March 8, 2001
1,115
2,23,000
25/-
FY 2001
March 31, 2001
2
50,000
25/-
FY 2007
Aug 17, 2006
1 [Corporate nominee for 88 employees of subsidiaries]
8,16,335
125/-
FY 2007
Dec 20, 2006
1 [Corporate nominee for 88 employees of subsidiaries]
16,500
125/-
FY 2008
Jan 22, 2008
1 [Corporate nominee for 88 employees of subsidiaries]
1,51,691
145/-
FY 2008
Feb 5, 2008
1 [Corporate nominee for 88 employees of subsidiaries]
4,000
145/-
FY 2008
Feb 5, 2008
1
6,04,000
145/-
[Corporate nominee for 88 employees of subsidiaries]
FY 2008
Aug 1, 2007
1 [Corporate nominee for 88 employees of subsidiaries]
2,10,318
145/-
FY 2008
March 31, 2008
1 [Corporate nominee for 88 employees of subsidiaries]
28,455
145/-
FY 2008
March 13, 2008
Employees Stock Option Trust
2,97,000
145/-
By the allotments to more than 49 persons, the Petitioner inadvertently breached Section 67 (3) of the Companies Act, 1956.
3. The Petitioner filed an application for compounding the inadvertent breach committed under Section 67(3) of the Act, before the Registrar of Companies, Pune, on 26th December, 2022 and the same has been forwarded along with the RoC Report, to NCLT, Mumbai Bench.
4. The RoC in its report dated 24th January, 2023 has stated that the allotments made by the Petitioner are in violation of Section 67(3) of the Companies Act, 1956 and do not stipulate any penalty. For violation of Sections of the Companies Act, 1956 where no penalty is prescribed, Section 629A of the Companies Act, 1956 is applicable. Any offence covered under Section 629A is compoundable. Section 67(3) of the Companies Act, 1956 is reproduced as follows:
67. Construction of References to Offering Shares or Debentures to the Public, Etc.
(3) No offer or invitation shall be treated as made to the public by virtue of sub- section (1) or sub-section (2) as the case may be, if the offer or invitation can properly be regarded, in all the circumstances -
(a) as not being calculated to result, directly or indirectly, in the shares or debentures becoming available
