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TMI Blog2023 (7) TMI 442X X X X Extracts X X X X X X X X Extracts X X X X ..... 8 of the Companies Act, 1956 (Old Act) and the new Companies Act commenced only from 2014 onwards. Any prosecution has to be launched in accordance with the provisions of Section 448 of the new Companies Act. Therefore, no prosecution can be launched under Section 628 of the old companies Act in view of the provision repealing Section 628 of the old Companies Act and hence, this Court feels that the present complaint is not maintainable. This Court does not find any jurisdiction on the part of the respondent to prosecute the petitioners and this Court is of the prima facie view that the petitioners have not committed any offence as narrated by ROC and upon perusal it is clear that the petitioners cannot be prosecuted under Section 628 of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ent as per the terms and conditions of the auction notice. Therefore, a Tripartite Agreement was entered between the Mr.V.Kalyanaraman and Mr.B.Mukuntharamanujam on 08.09.2011 with certain terms and conditions and the same was confirmed by the company. After finalising the Tripartite Agreement, the Company decided to make the sale price to be an all-inclusive sale price which would include sale price of furniture and fittings within the building. As per the agreed terms and conditions, 30 sqft has to be conveyed to Mr.V.Kalayanaraman and 3151 sqft to Mr.B.Mukundaramanujam and the sale deeds were also executed. Later the company realised that there is an error in the Sale Deed No.2938 of 2012 as the extent was wrongly mentioned as 1682 sqft ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sitors till date. Therefore, ROC cannot initiate proceedings under Section 628 of the Companies Act, 1956, when such prosecution has been barred under Section 465(2)(i) of the Companies Act, 2013. Apart from that, the Company is not impleaded as party in the said proceedings. Therefore, he would contend that there is no violation as contended by ROC and hence, the present application came to be filed seeking to relieve the petitioners from the proceedings in E.O.C.C.No.73 of 2022. 6. Learned counsel appearing for the respondent/ROC would submit that already the proceedings have been initiated. Therefore, no petition can be filed under Section 463(2) of the Act and it can be filed under Section 463(1) of the Act before the prosecuting Cou ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... i.e Rs. 9,20,000/-. 10. The company has sold the property after taking due approval from the Directors. In the event, if there is any grievance for the shareholder, Directors, Depositors etc., they would have addressed their grievances before the appropriate authorities but in the present case, no Directors, Shareholder, Depositors etc., have expressed any grievance with regard to the sale of the property. The person who made a complaint is a third party and upon perusal of the document, particularly the Board of Resolution dated 16.09.2011, passed by the Board of Directors of the Company it is clear that after taking due approval only the property has been sold. If there is any dispute among the Mr.V.Kalyanaraman and Mr.B.Mukundaramanuj ..... X X X X Extracts X X X X X X X X Extracts X X X X
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