Final Order 1

Order Details: COPY OF JUDICIAL PROCEEDINGS
Pdf Text: Ct. Cases 1794/2023
THE REGISTRAR OF COMPANIES
Vs.
SINDOZ RESOURCES AND TRADING
PLATFORM PVT LTD AND ORS
CNR-DLCT02-021143-2023
08.11.2023
Present:- Mr. Anubhav Singh, Ld. Company Prosecutor alongwith Sh. Brij
Lal Belwal, MTS on behalf of the complainant.
Matter is listed for consideration. Case file perused. Submissions of the
Ld. Company Prosecutor are heard at length.
The complaint is made alleging contravention of section 142 punishable
under section 147(1) of The Companies Act, 2013 (hereinafter referred to as 'The
Act'). It is specifically averred that on perusal of minutes of Board Meeting and
Shareholders Meeting for FY 2015-16 to 2018-19, the Statutory Auditors of
respondent no.1 was appointed in Shareholders Meeting by passing resolution which
stated that remuneration of auditor shall be decided on basis of mutual consent,
however, no resolution was passed by Board of Directors in their meetings to approve
Auditors' Remuneration on basis of mutual consent. The averments made in the
complaint do not in any manner lead to the conclusion that section 142 of The Act
was violated. It is not the case of complainant that remuneration of auditor was not
decided with mutual consent of board of directors of accused no.1 and the auditor. It
is also not the case that the agreed remuneration was not paid to the auditors. The
only allegation is that no such consent is recorded in the minutes of meetings of
Board of Directors. All the allegations only lead to the conclusion that if at all any
provision of The Act is violated then it is section 118 of The Act which deals with
'Minutes of Meetings of Board of Directors' and 'Resolution passed' for a
contravention of section 118, a penalty is prescribed under sub section 11 of section
118 of The Act. The ROC is the competent authority to initiate penalty proceedings
and to impose a penalty. No offence whatsoever is made out, accordingly, even the
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application seeking condonation of delay in filing the complaint cannot be
entertained. The complaint as well as the condonation application are dismissed
being bereft of merit. File be consigned to record room after completion of due
formalities.
(Anurag Thakur)
ACMM(Special Acts) : Central District:
THC: Delhi: 08.11.2023
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