Shareholder status under Companies Act complaint bar failed because transfer was pending, so cognizance could not be taken.

A complaint for an offence under the Companies Act was held not maintainable where the complainant had not become a shareholder at the time of filing. Section 621 permits cognizance only on a written complaint by the Registrar, a shareholder, or a person authorised by the Central Government. Because the shares said to have devolved on the complainant through his father had not yet been transferred into his name and the transfer process was still pending, he could not be treated as a shareholder for this purpose. The statutory bar therefore applied, and the criminal proceedings were liable to be quashed.

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Issues: Whether the complaint for an offence under the Companies Act was maintainable when the complainant had not yet become a shareholder of the company, so as to permit cognizance under the statutory bar in section 621.

Analysis: Section 621 permits cognizance of offences against the Act only on a complaint in writing by the Registrar, a shareholder of the company, or a person authorised by the Central Government. The complainant was not a shareholder at the time of filing the complaint, since the shares said to have devolved on him through his father had not yet been transferred in his name and the transfer application was still pending. Until the transfer was completed in accordance with the prescribed procedure, he could not be treated as a shareholder for the purpose of maintaining the complaint. The statutory restriction on cognizance therefore operated against the complaint.

Conclusion: The complaint was not maintainable and the criminal proceedings were liable to be quashed.

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