An inspection was conducted u/s209(A).The irreguarities fall into the following categories.:-
1.alleged offence u/s211-true&fair view viz.,non disclosure of prior period items ,interest payable to vendors on delayed payment.....
2.alleged technical irregularity in contents of notice convening AGM..showing the retiring director name say George Joseph instead of P.Joseph (both are directors)
.*company had admitted only a few as violation. However, applied for compounding of* all alleged offences.
*Orders were passed leying fees (minimum)for both the company &other applicants ie all the directors equally for both in respect of category 2 explained above.
*In respect of items listed in category 1 the orders passed levying compounding on the other applicants prescribing the fee to be "paid out of personal of source of other appicants.In this case, one of the directors who is "Manager"under cos Act to represent on behalf of all the directors-as "Officer in default"
"my query is when notices have been served on the company&all the directors why only one of them to be named as "officer in default"to pay fee out of own source.
*Assuming such contingency is not covered by "Directors'&Officers indemnity policy is it fair to make the officer in default to foot the bill?This is also to be viewed in the context of the fact that the Balance sheet has been certified as True &fair by the statutory auditors &certified by the independent practising Company secretary the company being listed company.
What is the position if out of 3 years under inspection the vacancy caused in the position of wholetime company secretary was not filled up when the annual accounts were certified for the 3rd year.
What qualification is required of the statutory auditors &practising secretary when there was no wholetime secretary as he was appointed on the date of AGM.
*How the discussions on the inspection report with reported violations &the decision to go for compounding & @ the time of receipt of compounding order ,payment of fees thereof &ratification of payment of advocate fees in connection therewith to be placed before the Board &Minuted.?
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