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2025 Supreme(Online)(NCLT) 4114
NATIONAL COMPANY LAW TRIBUNAL
Sh. Mohan Prasad Tiwari, Member(Judicial), Sh. Charanjeet Singh Gulati, Member(Technical)
Tanvi Construction Private Limited – Appellant
Versus
Registrar of Companies Mumbai – Respondent
CP/65(MB)2025
For the Petitioner: CS Prashant Thakare (VC)
For the Respondent: Asst. Registrar A.K. Singh (VC)
The tribunal partially absolves defendants for AGM compliance failures under the Companies Act, emphasizing first-time violations while imposing a deterrent compounding fee.
Headnote:(A) Companies Act, 2013 - Sections 441, 96 & 99 - Compounding of offences - Petitioners neglected to hold Annual General Meetings for the financial years 2016-23, violating provisions under Section 96 and constituting an offence under Section 99 - Statutory compounding fee determined to be Rs. 92,84,000 - No willful or mala fide intent established in delays. (Paras 1, 14, 15)
(B) Violation nature - Offence found to be a first time violation acknowledged by ROC - Compounding permitted in light of circumstances cited by Petitioners, including pending litigation. (Paras 2, 13)
Facts of the case:
The petition was filed seeking the compounding of defaults in holding Annual General Meetings within the mandated timeline as stipulated in Section 96 of the Companies Act, 2013. Delays were attributed to ongoing litigation among the company directors. The petition recognized the intent to comply through prompt filing of necessary documents post-AGMs held subsequently.
Findings of Court:
Petitioners, having demonstrated commitment to address prior violations through timely proceedings post-litigation, the compounding of the offence under Section 96 was deemed appropriate.
Issues: Primary questions included the justification for delays in AGMs and the evaluation of penalties under Section 99.
Ratio Decidendi: The Tribunal emphasized that delays were circumstantial and not intentional, allowing the petition for compounding which reflects a balance of justice and compliance with statutory obligations. The compounded fee serves as an adequate deterrent against future violations.
Result: C.P. 65(MB)2025 is allowed and disposed of.
| Table of Content |
|---|
| 1. petitioners filed for compounding of agm holding violations under companies act. (Para 1 , 2 , 3) |
| 2. delays in agms attributed to legal disputes among directors. (Para 4 , 5) |
| 3. court evaluates compliance issues and penalties under relevant law. (Para 9 , 10 , 11 , 12) |
| 4. compounding fee set under the companies act reflects compliance intent. (Para 13 , 14 , 15 , 16) |
| 5. final ruling allows the compounding petition under the companies act. (Para 17) |
ORDER
1. The present Company Petition is filed by M/s Tanvi Construction Private Limited (Petitioner 1/ Petitioner Company) and Mr. Vijaykumar Govind Hegde (Petitioner 2) under Section 441 of the Companies Act, 2013 for compounding of the offence committed under Section 96 read with Section 99 of the Companies Act, 2013 . The Petitioner Company has not held its Annual General Meeting within the time stipulated under the provisions of Section 96 of the Companies Act, 2013 for the financial years 2016-17, 2017-18, 2018-19, 2019-2020, 2020-21, 2021-22 and 2022-23 thereby committing an offence punishable under Section 99 of the Companies Act, 2013 .
2. The Petitioner Company is a private limited company incorporated on 02.09.2023 under the provisions of the Companies Act, 1956. The Petitioner Company is primarily engaged in the business of buying and selling of immovable properties, development of plots, estates and immovable properties and working as building and contractors, and also, to carry on the business of builders, developers and to purchase, take on lease or in exchange or otherwise acquire any lands with or without building or structures thereon and any interest therein or any rights connected therewith, to develop the same by paving, draining and dividing into plots and to sale, lease, turn to account or dispose-off the same either with or without any building or construction thereon. The registered office of the Petitioner Company is situated in Mumbai and therefore, this Bench has the jurisdiction to entertain the petition.
3. The authorized share capital of the Petitioner Company as on 31.03.2024 is as follows:
| Particulars | Amount (INR) |
| Authorized Capital | |
| 10,00,000 Equity Shares of Rs. 100 each | 10,00,00,000 |
| Total | 10,00,00,000 |
| Issued, subscribed and paid-up Share Capital | |
| 4,66,500 Equity Shares of Rs. 100 each | 4,66,50,000 |
| Total | 4,66,50,000 |
4. The Petitioner submits that the due date of holding the Annual General Meetings (AGMs) were 30.09.2017, 30.09.2018, 30.09.2019, 30.12.2020, 30.09.2021, 30.09.2022 and 30.09.2023 respectively. It is submitted that the delay was committed due to pending litigation before the court of law between the Directors of the Company and was without any willful or mala fide motive or intention of Petitioners.
5. It is submitted that the parties to the litigation before the court ultimately entered into the consent terms and disposed-off the court matter between the said parties. The copy of the consent terms between the parties and the court order for the disposal of the matter is annexed to the petition. Pursuant thereto, the Petitioner Company was not able to hold its AGM for the financial years 30.09.2017, 30.09.2018, 30.09.2019, 30.12.2020, 30.09.2021, 30.09.2022 and 30.09.2023 within the due dates.
6. The defaulted Annual General Meetings (AGM) i.e. the 14th ,15th, 16th, 17th, 18th, 19th and 20th AGMs were subsequently held on 03.09.2024 at 11 am, 11:30 am, 12 pm, 12:30 pm, 01:00 pm, 01:30 pm, and 2:00 pm respectively with the following delay:
| F inancial year | Due date for | Date of AGM | Delay in days |
| 2016-17 | 30.09.2017 | 03.09.2024 | 2530 |
| 2017-18 | 30.09.2018 | 03.09.2024 | 2165 |
| 2018-19 | 30.09.2019 | 03.09.2024 | 1800 |
| 2019-20 | 30.09.2020 | 03.09.2024 | 1434 |
| 2020-21 | 30.09.2021 | 03.09.2024 | 1069 |
| 2021-22 | 30.09.2022 | 03.09.2024 | 704 |
| 2022-23 | 30.09.2023 | 03.09.2024 | 339 |
7. The Petitioner/Defaulters have filed Compounding Application in Form GNL-1 dated 10.12.2024 thereby admitting the violations under section 96 of the Companies Act, 2013 .
8. The RoC has filed its Report dated 11.04.2025 and we have perused
