THE NATIONAL COMPANY LAW TRIBUNAL CHANDIGARH BENCH, CHANDIGARH CP No.80/Chd/Hry/2019 Under Section 441 of the Companies Act, 2013 In the matter of :

Butterfly Innovations Private Limited Having its registered office at

378, Sector-10, Gurgaon, Haryana-122001 CIN No.U74900HR2013PTC050006 …Applicant No. 1/Petitioner Company And Hemant Sahal, Director Having its registered office at

378, Sector-10, Gurgaon, Haryana-122001 …Applicant No. 2 And Hawa Singh Sahal, Director Having its registered office at

378, Sector-10, Gurgaon, Haryana-122001 …Applicant No. 3 And Moloy Kumar Bannerjee, Director Having its registered office at Kt-23 Apartments, 17A Cross, 11th Main Junction, Malleshwaram Banglore-560055 …Applicant No. 4 Versus Registrar of Companies, Corporate Bhawan, 1^st Floor, Plot No.-4B, Madhya Marg, Sector 27B, Chandigarh - 160019 ….Respondent Judgement delivered on: 02.05.2023 Coram: HON’BLE MR. HARNAM SINGH THAKUR, MEMBER (JUDICIAL)

HON’BLE MR. SUBRATA KUMAR DASH, MEMBER (TECHNICAL)

Present : -

For the Petitioner Company: 1) Mr. Vishav Bharti Gupta, Advocate For the Income Tax Department: 2) Mr. Yogesh Putney, Senior Standing Counsel Per: Subrata Kumar Dash, Member (Technical)

JUDGEMENT

The instant CP is filed by Hemant Sahal, Hawa Singh Sahal, Moloy Kumar Bannerjee (herein after referred to as (“Applicant”) under Section 441 of the Companies Act, 2013 (Act) for compounding of offences read with Section 117, 403 and 450 of the Companies Act, 2013. The matter relates to Butterfly Innovations Private Limited (Applicant Company), a company incorporated under the Companies Act, 2013 and having its registered office at No.-378, Sector-10, Gurgaon, Haryana-122001.

Therefore, the jurisdiction lies with this Bench of the Tribunal.

2. It is stated that the present authorised share capital of the applicant company is ₹5,00,000/- (Rupees Five Lakh) of ₹10/- each. The present issued, subscribed and paid-up share capital of the applicant company is ₹1,30,860/- (Rupees One Lakh Thirty Thousand and Eight Hundered and Sixty Only) divided into 13.086 equity shares of ₹10/- each.

3. It is submitted that the members of the Company in its Extra-Ordinary General Meeting held on 23 December 2015 passed resolutions for: (i) Issuance of Seed Series Compulsorily Convertible Preference Shares; and (ii) approval of conversion of loan raised by the Company. The true copy of resolutions is attached as Annexure C of the application.

4. It is further submitted that in accordance with provisions of section 117 read with section 403 of the Act, the Company was required to file Form MGT-14 within 300 days from the date of passing the said special resolution i.e. 17 October 2016. However, the same could not be filed within the due date. The Company tried to file the said form in the month of July 2017, but it was declined for the want of the Applicant Company has filed Form CG-1 for the purpose of the condonation of delay in filing the Form MGT-14 under the provisions of Section 460 of the Act. Resultantly, it was rejected due to the reason mentioned below “Rejected due to the reason that inordinate delay or no proper justification or reason for each delay”

5. It is submitted that the company was functioning with very limited resources and minimal staff. The lapse in complying with the provisions of Section 117 read with Section 403 of the Act is unintentional. There was no benefit or undue gain achieved by the applicant by restraining the filing of Form MGT-14.

6. It is further submitted that Section 450 of the Act prescribes the penalty of Rs. 10,000/- with a further fine of Rs. 1,000/- for every day after the first date of default. Since there was a delay of 803 days in filing the e-form MGT-14, the total penalty for the offences committed under Section 117 of the Act is Rs. 8,13,000/-. The applicant have not previously applied for compounding of any non-compliance under Section 117 of the Act.

7. The relevant provisions of Section 117 of the Act in the Companies Act, 1956