2004 (8) TMI 402 - HC - Companies Law

Summary

Issues Involved:
1. Applicability of Section 113 of the Companies Act, 1956.
2. Competency of the Registrar of Companies to file a complaint.
3. Evidence and proof of dispatch of share certificates.
4. Determination of 'aggrieved person' under the Act.
5. Imposition and validity of fines for non-compliance.

Detailed Analysis:

1. Applicability of Section 113 of the Companies Act, 1956:
The main contention was whether Section 113 of the Companies Act, 1956, which mandates the timely delivery of share certificates, was applicable in this case. The defense argued that the shares were allotted and certificates sent in time, but a mistake in the endorsement led to the certificates being returned for rectification. The prosecution argued that the appellants failed to register and transfer the share certificates within the stipulated time, thus violating Section 113.

2. Competency of the Registrar of Companies to File a Complaint:
The defense contended that the Registrar of Companies could not be considered an 'aggrieved person' capable of maintaining the complaint. However, the prosecution argued that the Registrar, upon receiving complaints from the Department of Company Affairs, was competent to initiate action. The court referenced multiple legal precedents, including the Supreme Court's decision in Registrar of Companies v. Rajshree Sugar & Chemicals Ltd., which affirmed that the Registrar could file a complaint for failure to deliver share certificates within the prescribed time.

3. Evidence and Proof of Dispatch of Share Certificates:
The defense presented evidence, including DW1's testimony and exhibits D1 and D2, to show that the share certificates were sent back to the concerned party after rectification via certificate of posting. The prosecution's witness, PW1, confirmed that complaints were received about non-transfer of share certificates. The court examined whether the dispatch of share certificates by certificate of posting, without a specific request for a particular mode of delivery, constituted compliance with Section 113.

4. Determination of 'Aggrieved Person' Under the Act:
The court discussed whether the Registrar of Companies could be considered an 'aggrieved person'. Citing the Supreme Court's decision, it was concluded that the Registrar could indeed maintain a complaint under Section 113. However, the court noted that proving the offense required more than just maintaining a complaint; it required evidence that the accused knowingly and willfully permitted the default.

5. Imposition and Validity of Fines for Non-Compliance:
The Special Judge for Economic Offences had imposed a fine of Rs. 10 per day for the continuing offense. The court reviewed whether the prosecution had proved its case beyond reasonable doubt. It was noted that the mistake in the share certificates was rectified and sent back via certificate of posting, and there were no other complaints regarding the mode of dispatch. Thus, the court found that the prosecution did not meet the burden of proof required to sustain the conviction and fine.

Conclusion:
The court concluded that the benefit of doubt should favor the appellants. The conviction and the imposition of fines were set aside, and a direction was issued to refund the fine amount already paid. The criminal appeal was allowed.