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Violation of section 383A(1A) of the Companies Act, 1956 by directors of a company regarding the appointment of a whole-time company secretary. Analysis: The judgment involves a complaint under section 383A(1A) of the Companies Act, 1956 against the directors of a company for failing to appoint a whole-time company secretary. The complaint alleges that the company's paid-up capital exceeded Rs. 50 lakhs, necessitating the appointment of a whole-time secretary as per the Act. The accused directors are facing criminal proceedings for this violation, and they sought to quash the proceedings invoking the defense provided by the proviso to sub-section (1A) of section 383A. However, the court held that the defense could only be raised during trial and not at the current stage of the proceeding, as per the law. The court emphasized that the accused cannot use the defense to nullify the legal action initiated against them at this point. The judgment references the case of Pepsi Foods Ltd. v. Special Judicial Magistrate, where the Supreme Court highlighted the seriousness of summoning an accused in a criminal case. The court must apply its mind to the facts and law before summoning the accused, ensuring the allegations and evidence are sufficient to bring charges against them. The accused can approach the High Court under section 482 of the Code of Criminal Procedure to quash the proceedings if the complaint does not establish a case against them. In the present case, the court found that the complaint allegations justified the criminal proceedings against the accused directors, aligning with the principles laid down by the Supreme Court. Additionally, the judgment refers to the case of Hareram Satpathy v. Tikaram Agarwala, where the Supreme Court emphasized the limited scope of revisional jurisdiction in examining the validity of criminal proceedings. The court cannot delve into detailed merits of the case at the revision stage, as the magistrate's role is to determine prima facie evidence for proceeding against the accused. Therefore, the court found no merit in the petition to quash the criminal proceedings, concluding that the petition was bound to fail. The court also clarified that an order dispensing with the attendance of the accused directors before the magistrate could not be passed at the current stage, as the accused should request such dispensation at the appropriate trial stage following the Code's provisions.
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