1999 (7) TMI 543 - HC - Companies Law

Summary

Issues Involved:
1. Whether the complaint is barred by limitation under section 468 read with section 469 of the Code of Criminal Procedure.
2. Whether the Registrar of Companies is an 'aggrieved person' within the meaning of section 469(1)(b).
3. Whether the petitioners committed an offence under section 113(1) of the Companies Act, 1956.
4. Whether the proceedings should be quashed under section 482 of the Code of Criminal Procedure.

Issue-wise Detailed Analysis:

1. Limitation Bar under Section 468/469 of the Code of Criminal Procedure:
The petitioners argued that the complaint was barred by limitation as it was filed beyond the six-month period prescribed under section 468(2)(a) of the Code. The complaint was filed on 5-11-1992, while the alleged offences occurred in October 1990 and January 1991. The learned counsel for the State contended that the complaint was filed within six months of the Registrar of Companies' knowledge of the offence on 23-7-1992. However, the court held that the aggrieved person was the Unit Trust of India (UTI), not the Registrar, and the limitation period started from when UTI knew of the offence, which was when the offence was committed. Thus, the complaint was time-barred.

2. Registrar of Companies as an 'Aggrieved Person':
The court examined whether the Registrar of Companies could be considered an 'aggrieved person' under section 469(1)(b). It was concluded that the Registrar, akin to a police officer, is not an aggrieved person but an officer performing official duties. The aggrieved person in this case was UTI, the transferee of the shares and debentures. The court agreed with the Madras High Court's decision in Sulochana v. State Registrar of Chits, which held that an aggrieved person is one directly affected by the offence, not an officer enforcing statutory regulations.

3. Offence under Section 113(1) of the Companies Act, 1956:
The court reviewed the facts and found that the shares and debentures were allegedly not transferred within the prescribed period. However, the petitioners provided explanations and evidence suggesting compliance or disputing the dates of lodgement. The court noted that the show-cause notice reply was not considered, and there was no material to rebut the petitioners' claims. Therefore, it could not be established with certainty that any default occurred.

4. Quashing Proceedings under Section 482 of the Code of Criminal Procedure:
The court referred to established principles for quashing complaints, including absence of essential ingredients of an offence, patently absurd allegations, capricious exercise of magistrate's discretion, and fundamental legal defects. Given the time-barred nature of the complaint, lack of evidence of default, and the triviality of the alleged offence, the court found it appropriate to quash the proceedings. The court emphasized the importance of preventing abuse of the judicial process and ensuring fairness, as highlighted in State of Punjab v. Sarwan Singh and other precedents.

Conclusion:
The petition was allowed, and the complaint and summoning order against the petitioners were quashed due to being time-barred, lack of evidence of default, and the trivial nature of the alleged offence. The court underscored the necessity of judicial discretion and fairness in prosecution, aligning with the principles of justice and preventing misuse of legal processes.