Company Law Board
In Re: Shaw Wallace And Company Ltd. And ... vs Unknown on 3 February, 2000
ORDER
K.K. Balu, Member
1. The above applications filed by the applicants under Section 621A of the Companies Act, 1956 ('the Act') are forwarded to this Bench by the Regis- trar of Companies, West Bengal ('the RoC, WB') for composition of the offences as provided under Section 621A(4)(a). In the applications, the applicants seek composi- tion of the offences committed by them relating to contravention of Section 212(1) of the Act by not attaching the balance sheets of the following subsidiaries with the balance sheets of Shaw Wallace & Co. Ltd., (the holding company and the applicant No. 1 herein) for the years ended on 30.6.1996, and 30.6.1998 respectively:
For the year 1995-96 Sl No. Names of subsidiaries Financial year
1. Alakananda Mfg. & Finance Ltd. 30 June, 1996
2. Arunachaleswar Finance & Investment Ltd. 30 June, 1996 3 Arunava Investments Ltd. 30 June, 1996
4. Ballygunge Investments Ltd. 30 June, 1996
5. Central Distilleries & Breweries Ltd. 31 March, 1997
6. Chinar Distilleries & Breweries Ltd. 31 March, 1996
7. Cruickshank & Company Ltd. 30 Sept., 1995
8. Dakshineswar Investments Ltd. 30 June, 1996
9. Davari Investments Ltd. 30 June, 1996
10. Dunlop Industrial Finance Ltd. 30 June, 1996
11. East Cost Breweries & Distilleries Ltd. 31 March, 1996
12. Fast Track Sports Ltd. 30 June, 1996
13. Ganapathi Investments Ltd. 30 June, 1996
14. Global Hospitality Services India Ltd. 30 June, 1996
15. Haywards Breweries Ltd. 30 June, 1996
16. Kanrar Investments Ltd. 30 June, 1996
17. Mahadev Investments Ltd. 30 June, 1996
18. Malleswara Finance & Investments Co. Ltd. 30 June, 1996
19. Maneswar Investments Ltd. 30 June, 1996
20. Mukherjee Consultants Ltd. 30 June, 1996
21. Multiple Investments Ltd. 30 June, 1996
22. Overseas Transport Co. Ltd. 30 June, 1996
23. Pakshiraj Investments Ltd. 30 June, 1996
24. Pampasar Distilleries Ltd. 31 March, 1997
25. Parasakthi Finance & Investment Co. Ltd. 30 June, 1996
26. Parganas Investments Ltd. 30 June, 1996
27. Rixebe Estates & Investments Ltd. 30 June, 1996
28. Sandhead Investments Ltd. 30 June, 1996
29. Shaw Wallace Drilling Company Ltd. 30 June, 1996
30. Shaw Wallace Financial Services Ltd. 30 June, 1996
31. Shaw Wallace Overseas Ltd. 31 March, 1996
32. Shaw Wallace Properties Ltd. 31 March, 1997
33. Shaw Wallace Industrial Finance Ltd. 30 June, 1996
34. Showa Investments Ltd. 30 October, 1995
35. Sivaganga Investments Ltd. 30 June, 1996
36. Tribtiss Investments Ltd. 30 June, 1996
37. Vibhavari Finance & Investment Co. Ltd. 30 June, 1996
38. VRV Breweries & Bottling Industries Ltd. 31 March, 1996 For the year 1996-97 Sl No. Names of subsidiaries Financial year
1. Chinar Distilleries & Breweries Ltd. 31 March, 1997
2. Cruickshank & Company Ltd. 30 June, 1997
3. Doburg Lager Breweries Ltd. 31 March, 1997
4. Dunlop Industrial Finance Ltd. 30 June, 1997
5. East Coast Breweries & Distilleries Ltd 31 March, 1997
6. Fast Tracks Sports Ltd. 30 June, 1997
7. Global Hospitality Services India Ltd. 30 June, 1997
8. Haryana Breweries Ltd. 31 March, 1997
9. Hayward Breweries Ltd. 30 June, 1997
10. Mukherjee Consultants Ltd. 30 June, 1997
11. Multiplex Investments Ltd. 30 June, 1997
12. Overseas Transport Company Ltd. 30 June, 1997
13. Shaw Wallace Distributors (P) Ltd. 31 March, 1997 (A) subsidiary of Shaw Wallace & Hedges Ltd., Colombo)
14. Shaw Wallace Drilling Co. Ltd. 30 June, 1997
15. Shaw Wallace Overseas Ltd. 31 March, 1997
16. Showa Investments Ltd. 31 October, 1997 For the year 1997-98 Sl No. Names of subsidiaries Financial year
1. Chiriar Distilleries & Breweries Ltd. 31 March, 1998
2. Dunlop Industrial Finance Ltd. 30 June, 1998
3. Global Hospitality Services India Ltd. 30 June, 1998
4. Multiplex Investments Ltd. 30 June, 1998
5. Overseas Transport Company Ltd. 30 June, 1998
6. Shaw Wallace Distributors (P) Ltd. 31 March, 1998
7. Shaw Wallace Drilling Company Ltd. 30 June, 1998
8. Shaw Wallace Overseas Ltd., London 31 March, 1998
9. Showa Investments Ltd. 31 October, 1997
10. Yenkey Associates (P) Ltd. 31 March, 1998
2. The applicant Nos. 1, 4 and 5 in C.A. Nos. 113, 113B and 113C (621A)/ERB of 1999, the applicant Nos. 1 to 3 in C.A. Nos. 327, 327A & 327B (621A)/ERB/2000 the applicant Nos. 1 to 5 in C.A. Nos. 327C (621A)/ERB/2000 and the applicant in C.A. No. 327H (621A) of 2000 only have represented before this Bench for com- pounding the offences which are punishable in the manner provided under Sub-sec- ion (9) of Section 212.
3. According to the applicants before this Bench, the requirements of Section 212(1) could not be complied with due to non-finalisation of accounts of the subsidiaries. Consequently, no accounts of the subsidiaries could be attached with the balance sheets of the holding company for the years ended 30.6.1996, 30.6.1997 and 30.6.1998.
4. The RoC, WB, while forwarding his reports on the applications for composition of the offences, has submitted the fats that led to the issue of show-cause notices to the company and its officers. No prosecution is reported to have been launched against the applicants for the aforementioned violations of the Act.
5. The applicant No. 1 by an affidavit dated 11.1.2000, has undertaken to circulate the audited and adopted balance sheets of the subsidiaries for the years 1995-96, 1996-97 and 1997-98 to the shareholders of holding company as well as subsidiaries on or before 30.6.2000. The applicant No. 1 has withdrawn the applications filed in C.A. Nos. 113/(621A) of 1999 and C.A. No. 327, 327C and 327H (621A)/ERB/2000, as it is not liable for the offences as provided in Sub-section (9) of section 212.
6. During the final hearing Shri Asim Kumar Chattopadhyay, practising Company Secretary and the authorised representative of the applicants, has reiterated the aver- ments made in the applications and placed that the failure to attach the accounts of the subsidiaries with the balance sheets of the holding company for the years ended 30.6.1996, 30.6.1997 and 30.6.1998, we due to non-finalisation of the accounts of the subsidiaries and that there was no wilful omission. The offences may be compoun- ded by taking a lenient view.
7. Shri B. Mohanty, Dy. RoC, WB representing the RoC, WB has no objection to the offences being compounded by this Bench.
8. I have carefully considered the applications, together with the affidavits thereof, oral submissions of the authorised representative of the applicants, reports of RoC. WB, and submissions of Dy. RoC, WB. After taking into account the facts and circum- stances of the cases, I am inclined to compound the offences for the years 1995-96, 1996-97 and 1997-98 respectively with regard to the contravention of Section 212(1) against the applicants by imposing composition amount with the concurrence of the authorised representative of the applicants, as detailed hereunder:
(i) For the year 1995-96.--Each of the applicant Nos. 2 and 3 in C.A. Nos. 327A and 327B(621A)/ERB/2000 shall pay a sum of Rs. 750 (rupees seven hundred fifty only) separately.
(ii) For the year 1996-97.--Each of the applicant Nos. 4 and 5 in C.A. Nos. 113B and 113C (621A)/ERB/1999 shall pay a sum of Rs. 750 (rupees seven hundred fifty only) separately.
(iii) For the year 1997-98.--Each of the applicant Nos. 2, 3, 4 and 5 in C.A. Nos. 327D to 327G (621A)/ERB/2000 shall pay a sum of Rs. 750 (rupees seven hundred fifty only) separately.
9. On payment by each of the applicants represented before this Bench to the Cen- tral Government of the composition amounts the offences against each of them alone shall stand compounded. The remittance shall be made by way of demand draft pay- able in favour of 'Pay and Accounts Officer, Department of Company Affairs, Calcutta' and shall be deposited to be Registrar of Companies, West Bengal. The compounding amounts shall be paid by each of the applicants from his/her personal account. The payments shall be made within 30 (thirty) days from the date of receipt of the order and an intimation along with documentary evidence of such payments shall be given by the applicants to the RoC, WB, and the Bench Officer, as well, in terms of Section 621A(4)(b). Upon such payment and intimation, this order of compounding shall be- come effective.
10. The applicant No. 1, being the holding company, shall circulate the audited and adopted balance sheets of the subsidiaries for the years 1995-96, 1996-97 and 1997-98 to the shareholders of the holding company as well as subsidiaries on or before 30.6.2000.
11. The applications made by the applicant No. 1 in C.A. Nos. 113 (621A)/ERB/ 1999, 327, 327C and 327H (621A)/ERB/2000 are dismissed as withdrawn. The applica- tions in C.A. No. 113A, 113D, 113E and 113F 621A)/ERB of 1999 filed by the appli- cant Nos. 2, 6, 7 & 3 are dismissed for non-prosecution.
12. Ordered accordingly.