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TMI Blog2004 (3) TMI 446X X X X Extracts X X X X X X X X Extracts X X X X ..... nd four others. In E.O.C.C. No. 603 of 2002, the allegation is that the petitioner has committed an offence punishable under section 63(1) of the Companies Act for the reason that the company had issued a prospectus dated December 22, 1995, filed with the complainant on December 2, 1995, in respect of a public issue of 14,40,000 equity shares of Rs. 10 each for cash at par aggregating to Rs. 144 lakhs and the company had made a statement in the said prospectus to the effect that it will be implementing projects for investment in bank including bought out deals and future projects in the next three years as issued by the company under the heading "Profitability Projections", but the company did not take any steps to implement the projects re ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 02 are concerned, the prospectus was issued on February 9, 1996 and the date of knowledge of alleged commission of the offence is December 22, 1995. But all these complaints were filed only on August 6, 2002. The offence alleged against the petitioner in E.O.C.C. No. 603 of 2002 is under section 63 of the Companies Act, 1956. In E.O.C.C. No. 604 of 2002, the alleged offence is under section 68 of the Companies Act. In E.O.C.C. No. 605 of 2002, the alleged offence is under section 628 of the Companies Act. In E.O.C.C. No. 606 of 2002, the alleged offence is under section 62 of the Companies Act. Under section 63 of the Companies Act, the punishment for the alleged offence is two years or with fine of Rs. 5,000 or with both. For offence unde ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... arly seven years after the commission of offences and therefore on this score alone these complaints are liable to be quashed. As far as E.O.C.C. No. 604 of 2002 is concerned, the offence is one under section 628 of the Companies Act, for which punishment is five years or with fine of Rs. 1,00,000 or with both. As far as this case is concerned, the petitioner had resigned from the directorship on August 12, 1996, as seen from Form No. 32 produced in court. Even on October 30, 1995, the petitioner-fifth accused has given a power of attorney in favour of one K. Gopalakrishnan for the purpose of signing the prospectus for the public issue in question and the prospectus has been signed only by the said Gopalakrishnan. At page 24 of the prospec ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mmits an illegal act or an offence, may be electoral or criminal, he cannot pass on his sins to the candidate and escape punishment and consequences on proof of commission of such act/ offence merely on the ground or saying that he is only an election agent of a candidate and it is enough to proceed against the candidate alone." Therefore, the offence if any committed by the agent cannot be passed on to the principal because such vicarious liability under criminal law does not arise between the agent and principal. Further, on March 31, 1996, itself, the petitioner had resigned from the directorship of the company as seen from Form-32 produced in court. Therefore, the complaint filed as against the petitioner-fifth accused in E.O.C.C. Nos. ..... X X X X Extracts X X X X X X X X Extracts X X X X
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