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2026 Supreme(Online)(NCLT) 1251

NATIONAL COMPANY LAW TRIBUNAL
Sanjiv Jain, Judicial Member, Venkataraman Subramaniam, Technical Member
Sulekha.com New Media Private Limited – Appellant
Versus
Regional Director, Chennai – Respondent
CP(CA)/125/CHE/2025



Advocates:
For the Appellants/Petitioners: Ashwin Raman, Ganapathi Bhatt
For the Respondents: Avinash Krishnan Ravi

The Tribunal has the discretionary power to compound inadvertent procedural delays in holding Annual General Meetings under Section 96 of the Companies Act, 2013, by imposing a reduced penalty when the default is bona fide, rectified, and causes no public prejudice.

Headnote:(A) Companies Act, 2013 - Section 96, 99, 441, 451 - Compounding of offence - Default in holding Annual General Meeting (AGM) - Petitioners sought compounding of delay in holding AGMs for financial years 2022-23 and 2023-24 - Tribunal noted that default was inadvertent and caused by technical failures and operational restructuring - Tribunal applied guidelines laid down in Viavi Solutions India Private Limited regarding gravity of offence, intent, and impact on public interest - Held, Tribunal has discretion to impose reduced fine considering financial condition and bona fide efforts to rectify default. (Paras 26, 28, 30, 32)

Facts of the case:
The petitioners, a company and its directors, failed to conduct AGMs within the statutory timelines prescribed under Section 96 of the Companies Act, 2013. The delays were attributed to data loss, technical failures, and organizational restructuring. The company filed a suo-moto petition for compounding the offence under Section 441 of the Act.

Findings of Court:
The court found that the offence was unintentional and did not prejudice public interest. Given the company's financial state and the rectification of the default, the court adopted a lenient approach, imposing a reduced penalty compared to the maximum fine prescribed under Section 99 and 451.

Issues: Whether the default in holding the AGM under Section 96 can be compounded and, if so, what should be the quantum of fine imposed on the company and its officers in default.

Ratio Decidendi: Compounding of offences under the Companies Act, 2013, requires a balancing of statutory requirements with the specific circumstances of the default. Where a default is involuntary, rectified, and causes no public harm, the tribunal is justified in exercising its discretion to impose a reduced fine as per the principles of natural justice and equity.

Result: Petition disposed of with directions to pay specific reduced fines.

Table of Content
1. factual background and justification for compounding agm filing delays. (Para 1 , 2 , 3 , 4 , 5 , 6 , 7 , 8 , 9 , 10 , 11 , 12 , 13 , 14 , 15 , 16)
2. registrar of companies' position on compounding the offence. (Para 17 , 18 , 19 , 20 , 21 , 22 , 23)
3. tribunal criteria and rationale for exercising compounding discretion. (Para 24 , 25 , 26 , 27 , 28 , 29 , 30 , 31 , 32)
4. final orders and disposition of the petition. (Para 33 , 34 , 35)

ATTENDANCE CUM ORDER SHEET OF THE HEARING HELD ON 27.03.2026 THROUGH VIDEO CONFERENCE

CORAM: HON’BLE SHRI. SANJIV JAIN, MEMBER (JUDICIAL) HON'BLE SHRI VENKATARAMAN SUBRAMANIAM, MEMBER (TECHNICAL)

Application No :

Petition No : CP(CA)/125/CHE/2025

Name of Petitioner & Name of Respondent : Sulekha.com New Media Pvt. Ltd & 2 Ors Vs Regional Director, Chennai & Anr

Section : 441 of CA, 2013 And Rule 11 of NCLT Rules, 2016

ORDER

CP(CA)/125/CHE/2025

Present: Mr. Ashwin Raman, Ld. Counsel for the Petitioner.

Vide separate order pronounced in the open Court, petition is disposed of with directions.

-sd- -sd-

[VENKATARAMAN SUBRAMANIAM] [SANJIV JAIN]

MEMBER (TECHNICAL) MEMBER (JUDICIAL)

Date: 27.03.2026

IN THE NATIONAL COMPANY LAW TRIBUNAL, DIVISION BENCH – I, CHENNAI

CP(CA)/125(CHE)/2025

(filed under Section 441 read with Section 96 of the Companies Act, 2013)

In the matter of M/s. Sulekha.com New Media Private Limited

1. Sulekha.com New Media Private Limited

Registered office address at No.143, Second Floor, RMZ,

Millennia Business Park Campus 1A, Dr. MGR Road,

Kandanchavadi, NA, Chennai 600096.

… Petitioner No.1

2.Satya Vankamamidi Prabhakar, Managing Director

Residing at 1501, The Summit, 1st Avenue, Sastri Nagar,

Adyar, Chennai – 600020

… Petitioner No.2

3.Ramamoorthy Parameswaran, Director

Residing at Madras Club, No.30/8, Adyar Club Gate Road,

Raja Annamalaipuram, Chennai 600028

Being represent by Power of Attorney Holder Mr. Madhu Mohan,

Residing at C404, XS Real Harmony, Rajiv Gandhi Salai,

Padur, Chennai 603103

… Petitioner No.3

vs

1. Regional Director, Southern Region,

Ministry of Corporate Affairs

5th floor, Shasthri Bhavan, 26 Haddows Road,

Chennai – 600006

…Respondent No.1

2. The Registrar of Companies,

Block No.6, B Wing 2nd Floor,

Shastri Bhawan, 26 Haddows Road,

Chennai – 600006

…Respondent No.2

Order pronounced on 27th March, 2026

CORAM :

SANJIV JAIN, MEMBER (JUDICIAL)

VENKATARAMAN SUBRAMANIAM, MEMBER (TECHNICAL)

Present:

For Petitioners : Ganapathi Bhatt, PCS

For RoC : Avinash Krishnan Ravi, Advocate

ORDER

(Heard through hybrid mode)

1. This Joint Petition CP(CA)/125(CHE)/2025 has been filed by Sulekha.com New Media Private Limited (hereinafter called as ‘the Company’), Satya Vankamamidi Prabhakar Managing Director of the Company and Ramamoorthy Parameswaran Director of the Company(represented by the Power of Attorney Mr. Madhu Mohan) for compounding of offence committed under Section 96 of the Companies Act, 2013, for default in holding Annual General Meetings of the Company for the financial year 2022-2023 and 2023-24 seeking the following reliefs:

1.1. This Tribunal may compound the offence for violating the provisions of Section 96 of the Companies Act, 2013, by the Petitioners for the Financial Year 2022-23 and 2023-24 and fix the minimum penalty to be paid by the Petitioners.

1.2. For such other orders as this Tribunal deems fit in the fact and circumstances of the case.

2. It is stated that, the Petitioner No.1, is a company incorporated under the Companies Act 1956 on 17.10.2002. The Company is engaged in the business of operating Internet/Mobile platform for local services that leverages technology to match consumers with service providers for specific needs across thousands of city-category combinations, targeting Indians.

3. The Capital Structure of the Company is provided as below:

Authorized Capital In Rs
60,00,000 equity shares of Rs.10/- each 6,00,00,000
3,94,135 preference shares of Rs.100/- each 3,94,13,500
9,94,13,500
Issued, Subscribed and Paid-Up Capital In Rs.
39

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