9911796707
|
Home
Forgot password New User/ Regiser ⇒ Register to get Live Demo
2009 (3) TMI 560 - HC - Companies LawPower of Registrar to call for information or explanation - Held that - In particular it makes no reference to the fact that the representative of the company met the RoC with some of the records and later offered to produce more records after they were traced out. The complaint by the RoC is totally vague and bereft of the particulars which were available to it from the replies filed by the REL. In its reply filed to the present petitions also, the RoC is unable to dispute the above facts. In the background of the above facts and circumstances, the conclusion that this Court arrives at is that on a perusal of the complaint and the accompanying material as a whole, not even a prima facie case can be said to be made out for proceeding against the petitioners for the offence under section 234(4)(a) of the Act.
Issues Involved:
1. Quashing of Company Case No. 122/2005 under section 234(4)(a) read with section 234(3A) of the Companies Act, 1956. 2. Validity of the complaint filed by the Registrar of Companies (RoC) based on a complaint by Gaurav Rishi. 3. Compliance with show-cause notices issued by the RoC. 4. Examination of replies and records produced by Rishi Electronics Ltd. (REL). 5. Determination of whether a prima facie case exists for proceeding under section 234(4)(a) of the Companies Act, 1956. Detailed Analysis: Quashing of Company Case No. 122/2005: The petition under section 482 Cr.PC sought to quash Company Case No. 122/2005 pending before the Additional Chief Metropolitan Magistrate (ACMM), New Delhi. The case involved alleged non-compliance by Rishi Electronics Ltd. (REL) and its directors with section 234(4)(a) read with section 234(3A) of the Companies Act, 1956, which mandates the production of certain statutory registers and records. Validity of the Complaint by the RoC: The criminal complaint was initiated following a complaint by Gaurav Rishi, who alleged that some directors of REL were attempting to illegally sell the company's shareholding. The petitioners argued that Gaurav Rishi lacked locus standi and that the complaint failed to disclose previous litigation and settlement involving the parties. The court noted that the RoC did not deny receiving detailed replies from REL addressing these issues. Compliance with Show-Cause Notices: The RoC issued a show-cause notice on 20-11-2002 seeking information from REL, followed by another notice on 23-12-2002 demanding the production of statutory registers and records. The complaint alleged that REL and its directors failed to produce the required documents, making them liable for penal action under section 234(4)(a). Examination of Replies and Records Produced by REL: REL provided multiple detailed replies to the RoC's notices, explaining their inability to produce certain records and offering to produce others. The court observed that the RoC's complaint and subsequent filings did not adequately address these replies. The court found it surprising that the RoC proceeded based on a single complaint letter from Gaurav Rishi, despite evidence suggesting otherwise. Determination of Prima Facie Case: The court concluded that the RoC's complaint lacked specificity and failed to consider the extensive correspondence and replies from REL. The court emphasized that section 234(4)(a) requires a wilful refusal to produce records, which was not evident in this case. Consequently, the court determined that no prima facie case existed for proceeding against the petitioners under section 234(4)(a) of the Companies Act, 1956. Conclusion: The court quashed the criminal complaint and all proceedings related to Company Case No. 122/2005, stating that the complaint did not establish a prima facie case under section 234(4)(a) of the Companies Act, 1956. The petitions and pending applications were disposed of without any order as to costs, and a copy of the order was directed to be sent to the learned ACMM concerned.
|
