9911796707
TMI Blog2009 (12) TMI 506X X X X Extracts X X X X X X X X Extracts X X X X ..... . All the three complaints were filed by the Registrar of Companies, Andhra Pradesh, against A1 to A10. A1 to A9 are directors of A10 company, namely, M/s. Pfimex International Ltd., Hyderabad. Originally, the Pfimex group consisted of partnerships and the erstwhile partners promoted A10 company. On June 14, 1990, A10 came out with public issue for 24,87,223 equity shares of Rs. 10 each for cash aggregating to Rs. 2,48,72,230. The public issue was over subscribed by 6.5 times. Subsequently, on May 16, 1992, through letter of offer, A10 came out with 14 per cent, secured fully convertible debentures ("A" series) of 3,50,000 of Rs. 150 each for cash or par aggregating to Rs. 5,25,00,000 of which 3,33,334 debentures aggregating to Rs. 5,00,00, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ions 63 and 628 of the Companies Act, 1956, is concerned, it is barred by limitation under section 468 of the Code of Criminal Procedure, 1973. 5. On the other hand, it is contended by the first respondent's counsel that with false promises and misstatements given in the prospectus, the company went out for public issue and also offered debentures to the existing share-, holders and employees. It is further contended that as per section 469(1)(b) of the Code of Criminal Procedure, both the cases are well within the period of limitation, because the complainant came to know about the commission of those offences only after receiving the letter dated July 12, 2002, from the Regional Director, Southern Region, Chennai, of the Government of In ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ut an order of a Magistrate as contemplated under section 155(2) of the code. (5) Where the allegations made in the FIR or complaint are so absurd and inherently improbable on the basis of which no prudent person can ever reach a just conclusion that there is sufficient ground for proceeding against the accused. (6) Where there is an express legal bar engrafted in any of the provisions of the Code or the concerned Act (under which a criminal proceeding is instituted) to the institution and continuance of the proceedings and/or where there is a specific provision in the Code or the concerned Act, providing efficacious redress for the grievance of the aggrieved party. (7) Where a criminal proceeding is manifestly attended with mala fide an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... en on dated May 16, 1992. If any false statement or misstatement occurred in the prospects or the letter of offer, then the first respondent should have filed complaints in the lower court within three years thereof. Now the first respondent wants to take shelter under section 469(1)(b) of the Code of Criminal Procedure and also the letter dated July 12, 2002, of the Regional Director, Southern Region, Chennai. Until the letter dated July 12, 2002, of the Regional Director, the first respondent, viz., the Registrar of Companies, Hyderabad was sleeping over the matter and it is only after the Regional Director poked, the Registrar of Companies, Hyderabad woke up and filed the complaints in the lower court in August, 2003. Therefore, the firs ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n a prospectus liable for punishment. Section 68 of the Companies Act forbids any statement, promises or forecast which is false deceptive or misleading made knowingly or recklessly, or by any dishonest concealment of material facts and inducement of any other person to enter into, or to, offer to enter into any agreement or subscribing for, or underwriting any shares. Section 628 of the Companies Act forbids any prospectus or other documents mentioned therein making statement which is false, in any material .particular knowing it to be false. The first respondent accuses the "accused in these cases on the ground that the prospectus and letter of offer contained misstatements, false statements, false promises inducing the subscribers to inv ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... said that the contents of the prospectus and letter of offer were full of false promises and false inducements. A10 company or its directors did not promise any definite achievement in future. They only projected possible achievements in the prospectus and the letter of offer. In those circumstances, in my opinion, the basic requirements of sections 63, 68 and 628 of the Companies Act are not made out by the first respondent/complainant in all these cases. When there is no prima facie case made out by the first respondent/complainant and when two of three cases are barred by limitation, this court will certainly quash the proceedings in all the three cases pending in the lower court. 10. Before parting with these petitions, it is pertinen ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
