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TMI Blog2022 (10) TMI 641X X X X Extracts X X X X X X X X Extracts X X X X ..... ring which such default continues. Hence, the offence committed under the unamended section was not a continuing offence. The decisions relied upon by the learned counsel for petitioners were rendered with reference to unamendend section and the same are not applicable to the present case since the offence alleged to have been committed by the Petitioners is under the amended section which is a continuing offence. Hence, the complaint is not barred by limitation as specified under Section 468(2) of Cr.P.C. Whether the respondent has locus-standi to maintain the complaint when the dividends were already paid to the shareholders as on the date of filing the complaint? - A combined reading of Section 55(A) and Section 207 clearly indicate ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eral Board Meeting held on 29.09.2009 resolved to declare dividends to its shareholders. Since the Company did not pay the dividends as resolved in its meeting, the respondent issued several notices to the Company calling upon the Company to pay the dividends. It is only after issuance of the show cause notices, the Company in question paid the dividends to its shareholders from 27.04.2012 to 03.11.2013 with interest and fine for the delayed payment. The company having not paid dividend within 30 days as specified under Section 207 of the Act have committed the aforesaid offences. 3. Learned Magistrate after perusal of the complaint took cognizance of the aforesaid offence and issued summons. Taking exception of the same, the Company as ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on the order passed by the Co-ordinate Bench of this Court in Crl.P.No.3454/2017 disposed of on 19.05.2022. 7. He further submits that section 55A empowers SEBI to secure not only the payment of dividend but also to file a complaint against the company and its directors for non payment of dividend and merely because the company has paid the dividend, it cannot be said that SEBI has no locus standi to maintain the complaint when the petitioners have committed the aforesaid offences punishable under section 207 of the Act. 8. I have examined the submissions made by the learned counsels for the parties. 9. The points that arise for consideration in this petition are: i) Whether the complaint filed by the respondent is barred by li ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y director of the company 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 A reading of the unamended Section specifies that the company and its directors are said to have committed an offence if the dividends are not paid within 42 days from the date of declaration. There is no provision that the company or its directors shall also be liable to pay a fine of Rs.1000 everyday during which such default continues. Hence, the offence committed under the unamended section was not a continuing offence. The decisions relied upon by the learned counsel for petitioners were rendered with reference to unamendend section and the sam ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on payment of dividends and the moment the dividends are paid, the SEBI has no power to initiate any action against the company or its directors who have defaulted in payment of dividend within 30 days as specified under Section 207 of the Act. Section 621 clearly specifies that the shareholder/registrar of companies/person authorized by a central government can only maintain a complaint for the offence punishable u/s 207 even though the dividends are paid, since criminality does not get absolved on payment of dividends after the stipulated time. Hence, Point No.2 is answered affirmatively in favor of the Petitioners. 12. For the foregoing discussions, the respondent had no locus standi to file the complaint and the cognizance taken on t ..... X X X X Extracts X X X X X X X X Extracts X X X X
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