IN RE Vs. NEXANS INDIA (P ) LTD

JUDGEMENT

(1.) This petition is filed by M/s. Nexans India Pvt. Ltd., its Managing Director and Director under Section 621A of the Companies Act, 1956 for compounding of offence for the violation of Section 309(5B) of the Companies Act, 1956 (hereinafter referred to as "the Act" for short) read with Schedule XIII of the Act. The facts, in brief, that are germane for the disposal of this petition are as follows:--

(2.) M/S. Nexans India Pvt. Ltd. is a deemed public company within the meaning of Section 4(7) of the Act. The Board of Directors of the 1st petitioner-company, under the instructions of the holding company, which is incorporated in France, vide resolution dated 07.04.2010, appointed Mr. Jean Michel Antoine Marie Nicolai (a foreign national) as Managing Director of 1st petitioner-company with effect from 1.4.2010, subject to approval of members and subject to approval of Central Government, under the provisions of Section 269 read with Schedule XIII of the Act. The authorised share capital of the 1st petitioner-company is Rs. 320,00,00,000/- (Rs. 320 crore) divided into 32,00,00,000/- equity shares of Rs. 10/- each. The paid up share capital of the 1st petitioner-company is Rs. 15,00,00,000/- (Rupees fifteen crore) divided 1,50,00,000/- equity shares of Rs. 10/- each.

(3.) The 1st petitioner-company paid managerial remuneration aggregating to Rs. 115 lakhs and Rs. 188 lakhs during the year ended 31st December, 2010 and 31st December, 2011, respectively, to the Managing Director, Mr. Nicolai. Mr. Jean Michel Antoine Marie Nicolai resigned as Managing Director of the company with effect from 10th August, 2011.