9911796707
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Issues:
1. Alleged contravention of section 255 of the Companies Act, 1956 regarding retirement of directors on rotation. 2. Alleged contravention of section 268 of the Companies Act, 1956 regarding appointment of managing director. 3. Interpretation of section 629A in relation to offences under the Companies Act, 1956. 4. Application of the limitation period under section 468(2)(a) of the Criminal Procedure Code. 5. Consideration of continuing offences under sections 255 and 268 of the Companies Act, 1956. 6. Analysis of the judgment in Registrar of Companies v. Bharat Produce Co. Ltd. and its applicability. 7. Examination of the necessity of inspection reports and the timing of filing complaints. 8. Evaluation of the role of the Registrar of Companies in initiating criminal proceedings. 9. Assessment of the trial court's approach in issuing process and the compliance with procedural requirements. Analysis: 1. The petitioner challenged criminal proceedings for contravention of sections 255 and 268 of the Companies Act, 1956. The complaint alleged failure to follow mandatory procedures for director retirement and appointment of managing director. The petitioner contended that section 629A did not prescribe an offence, citing a judgment by the Calcutta High Court. 2. The issue of limitation arose as the complaint was filed beyond the six-month period prescribed by section 468(2)(a) of the Criminal Procedure Code. The complaint related to offences allegedly occurring in 1996-97, 1997-98, and 1998-99, with the complaint filed in 2001. The petitioner argued that the trial court's blanket order lacked proper consideration of materials and supporting evidence. 3. The respondent argued that sections 255 and 268 constituted continuing offences, justifying the court's decision to issue process. The complaint was based on an inspection report revealing contraventions during the period of 2000. The Registrar issued a show-cause notice before filing the complaint. 4. The judgment in Registrar of Companies v. Bharat Produce Co. Ltd. was considered, where it was held that contravention of section 269 did not amount to an offence. The petitioner sought similar reasoning for section 268 violations, suggesting they were irregularities subject to penalties rather than punishable offences. 5. The court analyzed the applicability of section 629A, emphasizing that it creates offences for contraventions where no specific offence is enacted. The court differentiated the pre-amended section 269 from the current provisions, highlighting the need for a case-by-case assessment of contraventions. 6. Regarding the issue of limitation, the court noted that the Registrar possessed relevant information from annual reports dating back to 1998, making the delay in filing the complaint questionable. The court emphasized that the law of limitation aims to prevent stale claims and cannot be suspended for the discovery of known facts. 7. The court criticized the lack of disclosure regarding inspection reports and the mechanical approach of the trial court in summoning the petitioner. The court concluded that the complaints lacked sufficient evidence and procedural compliance, leading to the quashing of the pending criminal complaints. 8. In conclusion, the court allowed the petitions, quashing the criminal complaints pending before the ACMM, Tis Hazari, based on the lack of substantive evidence, procedural irregularities, and the failure to establish punishable offences under the Companies Act, 1956.
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