2006 (5) TMI 186 - HC - Companies Law

Summary

Issues: Dismissal of application for discharge based on the petitioner's role as managing director, discrepancy in the complaint's allegations, petitioner's resignation, complaint based on managing director role, continuation as non-executive director, complainant's argument, discrepancy in complainant's approach, setting aside the impugned order.

In this case, the revision petition was filed against the order dismissing the petitioner's application for discharge. The complaint alleged that the petitioner, as a managing director of a company, failed to file annual returns and balance sheets for specific years. The petitioner's counsel argued that the petitioner had resigned as managing director before the filing deadline and that the resignation was duly notified to the Registrar of Companies. The complaint, however, continued to portray the petitioner as the managing director, ignoring the resignation notification. The counsel highlighted that the complaint's foundation was flawed due to this discrepancy. Additionally, it was pointed out that there were multiple similar complaints handled in the same manner as the impugned order.

The counsel for the Registrar of Companies contended that while the petitioner had ceased to be the managing director, he still held a position as an officer-in-charge of the companies as per section 5 of the Companies Act, due to his role as a non-executive director. However, the complaint specifically targeted the petitioner as the managing director, not as a non-executive director, which led to a discrepancy in the allegations made against him.

The judgment emphasized that the complaint should be considered as it was presented. Since the complaint accused the petitioner in his capacity as the managing director, the complainant could not later seek to prosecute him in a different role. Therefore, the impugned order was set aside, and the petitioner was discharged in all seven cases mentioned in the order, highlighting the importance of consistency in allegations and legal proceedings.