1979 (11) TMI 224 - HC - Companies Law

Dividend Right to dividend., to be held in abeyance pending registration of transfer of shares

Summary

Issues: Jurisdiction of the Court

Analysis:
The judgment primarily deals with the question of jurisdiction. The complaint was filed alleging offences under sections 207 and 630 of the Companies Act, 1956 against 17 persons, including a company, for failure to pay dividends. The complaint was dismissed by the Magistrate on the ground that the offences were not committed at Bhagalpur, where the complaint was filed, as the company's registered office was in Calcutta. The petitioner argued that Bhagalpur Court had jurisdiction as the dividend was to be paid at his registered address in Bhagalpur. However, the court held that the offence of non-payment of dividend was complete at the company's registered office in Calcutta, rejecting the petitioner's argument.

The judgment relied on the decision in Hanuman Prasad Gupta v. Hiralal, where it was held that the obligation to pay the dividend arises at the place of the company's registered office. Therefore, the alleged offences must be considered to have occurred at the place of the company's registered office, not where the dividend was to be received. The court emphasized that the obligation to post the dividend warrant and the failure to do so both arise at the registered office of the company.

Regarding the offence under section 630 of the Act, the court found that even if the offence was assumed to have been committed, it would have taken place in Calcutta, not Bhagalpur. The judgment distinguished the present case from Banwarilal Jhunjhunwala v. Union of India, emphasizing that the offenses were not part of a conspiracy and did not fall under the same principles.

The court also addressed arguments related to the application of sections 182 and 187 of the Criminal Procedure Code, stating that they did not support the petitioner's case. The judgment dismissed the contention that the complaint should have been returned under section 322 of the CrPC, as no court in Bhagalpur had jurisdiction to try the alleged offences. The court upheld the Magistrate's decision to dismiss the complaint and stated that the petitioner could file a fresh complaint in a court at Calcutta if desired.

In conclusion, the court found no merit in the application and dismissed it accordingly.