2009 (1) TMI 474 - HC - Companies Law

Annual return - Penalty for not filing - Held that - The petitioner is admittedly Director of the Company as is evident from Ex.P.1 and Ex.P.2, which are power of attorney given by the Board of Directors of the Company. As going through the judgments of both the Courts there is no illegality or infirmity in the orders passed by the Courts below. The Courts below only imposed the sentence of fine. The orders of the Courts below do not call for any interference provisional jurisdiction.

Summary

Issues:
Conviction under section 162 of the Companies Act, 1956 for non-compliance with holding Annual General Meeting and submitting Annual Return within the prescribed time frame.

Analysis:
The revision petition was filed against the judgment of the Special Judge (Fake Currency Notes Cases) Court Jaipur City, which dismissed the appeal filed by the petitioner against the judgment of the Special Judicial Magistrate (Economic Offences) Court, Jaipur City. The case involved the accused-petitioners, including the petitioner No. 1, who were directors of M/s. Ocean Capital Ltd., a registered company. The complaint was filed under section 162 of the Companies Act, 1956, for not holding the Annual General Meeting and submitting the Annual Return within the specified time frame. The accused were charged with the offence, leading to a trial where the prosecution presented evidence, and the accused denied the allegations under section 313 of the Criminal Procedure Code. The Special Judicial Magistrate acquitted some co-accused but convicted the petitioners, imposing fines and simple imprisonment in default of payment, along with litigation expenses awarded to the complainant.

In the revision petition, the petitioner contended that the Assistant Registrar of Companies, who filed the complaint, did not testify as a witness, and the allegations remained unproved. The petitioner argued that he never submitted consent to act as a director, as required by the provisions of the Companies Act, and should not have been held liable. The petitioner also challenged the validity of the power of attorney documents used as evidence against him. However, the respondent's counsel opposed these arguments, stating that the petitioner was a director as evidenced by the power of attorney documents. The respondent found no illegality in the judgments of the lower courts and supported the imposed sentence of fines.

The High Court, after considering the arguments and reviewing the lower courts' judgments, found no illegality or infirmity in the orders passed. The Court upheld the decisions of the lower courts, stating that there was no need for interference in the provisional jurisdiction. Consequently, the revision petition was dismissed, leading to the dismissal of the stay application as well.