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TMI Blog1999 (4) TMI 505X X X X Extracts X X X X X X X X Extracts X X X X ..... t them under section 207 of the Companies Act, 1956 ('the Act'), on the allegation that one S.R. Gupta, through a letter dated 10-5-1996, complained to the office of the Regional Director, Department of Company Affairs, Madras, stating that the company had declared dividend in the annual general body meeting held on 19-9-1995, and he has received the dividend warrant on 15-4-1996, after five months. The company has become liable to pay the dividend to the shareholders whose names appear in the register of members on the date of the declaration of the dividend. The dividend warrants have to be despatched to the shareholders within 42 days from the date of declaration. It is further stated that they had not despatched the dividend warrants till 25-4-1996. The respondent issued a show-cause notice on 17-9-1996. The complaint so far as the petitioners are concerned is an abuse of the process of law and court. The petitioners have not adopted delaying tactics and it is only due to financial condition and for the reasons that the company has not received monies from its debtors, the company could not make any payments of the dividends within 42 days. The petitioners have despatched the e ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f declaration instead of receiving the same on or before 10-6-1996. 5. The petitioners in Crl. O.P. No. 1120 of 1999 are accused Nos. 1 to 3 in E.O.C.C. No. 301 of 1998. The respondent preferred a complaint under section 207 on the allegation that the dividend declared on the annual general body meeting held on 14-8-1996, has not been received. Even in the complaint, it is stated that the dividend warrants have to be despatched to the shareholders within 42 days from the date of declaration. It is further stated that they had not despatched the dividend warrant till 26-9-1996. The respondent issued a show-case notice on 9-9-1997. 6. The petitioners in Crl. O.P. No. 2220 of 1999 are accused Nos. 1 to 3 in E.O.C.C. No. 167 of 1998. The respondent preferred a complaint against them under section 209A. According to the prosecution, the company has become liable to pay the dividend to the shareholders whose names appear in the register of members on the date of declaration of dividend and the dividend warrants have to be despatched to the shareholders within 42 days from the declaration. The complainant came to know about the default on 8-9-1997. On 17-10-1997, the accused filed ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... prosecution has been launched after a period of three years from the date when the offences are alleged to have been committed. The dividend warrants were despatched before the show-cause notice was issued by the company. No offence under section 207 has been committed. The learned counsel for the petitioners contended that the respondent, Registrar of Companies preferred complaints under section 207 of the Act on the allegation that the dividend has not been paid within a period of 42 days from the date of declaration. The Registrar of Companies also filed another case under section 17 read with section 291 of the Companies Act, alleging air-taxi operation is not included in the memorandum or articles of association and without any amendment as they have committed an offence which is punishable under section 629A of the Act. 10. The learned counsel further pointed out that for the offence under section 629A the punishment is only fine and as such, the complaint, if any, ought to have been filed within a period of six months and if not the complaint would be barred by time. So far as the offence punishable under section 207, since imprisonment is also there, the complaint oug ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... is barred by time and on this ground, the complaint relating to C.C. No. 461 of 1998 is liable to be quashed. 13. As adverted to, the other complaints relate to under section 207 of the Companies Act. Section 207 reads as follows: "Penalty for failure to distribute dividends within forty-two days. Where a dividend has been declared by a company but it has not been paid, or the warrant in respect thereof has not been posted, within 42 days from the date of the declaration, to any shareholder entitled to the payment of the dividend, every director of the company; its managing agent or secretaries and treasurers; and where the managing agent is a firm or body corporate, every partner in the firm and every director of the body corporate; and where the secretaries and treasurers are a firm, every partner in the firm and where they are a body corporate, every director thereof; shall, if he is knowingly a party to the default, be punishable with simple imprisonment for a term which may extend to seven days and shall also be liable to fine." 14. So far as the complaint in C.C. No. 455 of 1998 is concerned, according to the respondent, there is delay of 119 days in payment of th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t is barred by time. In respect of other defences, it is open to the petitioners to agitate the same before the trial court. 17. C.C. No. 167 of 1998 also relates to an offence under section 207 of the said Act. It is seen from the complaint itself, the respondent came to know about the default on 8-9-1997. However, para 3 of the complaint indicated that the inspection has been done and the same was completed on 20-1-1997. Under the circumstances, even at the time of the inspection itself, the respondent could have been well aware of the commission of the offence by the said company. They have caused a delay of nearly eight months in sending the show-cause notice. The delay caused by the respondent cannot be made use of to save their complaint. The complaint was filed in the court on 31-8-1998. Taking into consideration the fact that even according to the averments in the complaint, the respondent had completed the inspection on 20-1-1997, naturally the complaint ought to have been filed within a period of one year, but according to the complaint itself, it was filed on 31-8-1998, and, as such, it is beyond the time. 18. The learned counsel for the petitioners contended tha ..... X X X X Extracts X X X X X X X X Extracts X X X X
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