2006 (4) TMI 255 - HC - Companies Law

Offences - Against Act to be cognizable only on complaint by Registrar, shareholder or Government

Summary

Issues Involved:
1. Limitation period for filing complaints.
2. Knowledge of the offence and its impact on the limitation period.
3. Revival of complaints against a company that has been wound up.

Detailed Analysis:

1. Limitation Period for Filing Complaints:

The Registrar of Companies in Karnataka filed five revision petitions challenging the dismissal of his complaints against the respondent-company for contravention of certain provisions of the Companies Act on the point of limitation. The offences were disclosed during an inspection conducted between January and March 1993, and complaints were filed on October 20, 1993. The respondent argued that the complaints were barred by time, as the offences were known at least from February 18, 1993, when a notice was issued by the Inspecting Authority. It was undisputed that the period of limitation for filing the complaint was six months, and the complaints were dismissed by the Special Court for Economic Offences on May 18, 2000, on the ground of limitation.

2. Knowledge of the Offence and Its Impact on the Limitation Period:

The core issue was determining the starting point for the limitation period. The complainant argued that the limitation should start from July 14, 1993, when the Registrar of Companies received the inspection report from the Regional Director. The respondent contended that the knowledge of the Inspecting Officer should be considered as the knowledge of the Registrar, thus starting the limitation period from February 18, 1993. The court referred to several decisions, including those by the Supreme Court, which emphasized that the limitation period should start from the date the aggrieved person (in this case, the Registrar of Companies) became aware of the offence. The court concluded that the Registrar came to know about the offences on July 14, 1993, making the complaints filed on October 20, 1993, within the limitation period.

3. Revival of Complaints Against a Company That Has Been Wound Up:

The respondent argued that reviving the complaints would be futile since the company had been wound up by an order dated February 8, 2006, and any continuation of the proceedings would require permission from the Company Court to proceed against the Official Liquidator. The court agreed that the technical omissions or commissions noted in C.C. Nos. 1286/1993 and 1287/1993 did not warrant restoring the complaints. Additionally, given the company's winding up, the court found no necessity to continue the proceedings against the Official Liquidator for the other complaints.

Conclusion:

The court upheld the contention of the revision petitioner regarding the limitation period, determining that the complaints were filed within the permissible time frame. However, due to the technical nature of the offences and the winding up of the company, the court decided not to set aside the orders of dismissal of the complaints. The revision petitions were dismissed with these observations.