Prima facie offence for failure to appoint a whole-time company secretary survives, with the proviso left for trial.

Allegations that the company had crossed the prescribed paid-up capital threshold and thereby failed to appoint a whole-time company secretary were sufficient to disclose a prima facie offence under the Companies Act and relevant Rules. The proviso invoked by the accused was treated as a defence to be proved at trial, not a ground for quashing at the threshold. In revisional or inherent jurisdiction, the court confined itself to whether the complaint disclosed a case for proceeding and declined to examine the merits in detail.

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Issues: Whether the criminal proceedings for alleged non-compliance with the statutory requirement of appointing a whole-time company secretary disclosed a prima facie offence and could be quashed at the threshold on the basis of the defence available under the proviso to the penal provision.

Analysis: The complaint alleged that the company had crossed the prescribed paid-up capital threshold, thereby attracting the statutory obligation to appoint a whole-time secretary under the Companies Act and the relevant Rules. Those allegations, taken at face value, were sufficient to make out a prima facie case under the penal provision. The proviso relied on by the petitioners created a defence that could be established during trial, but it did not justify quashing the prosecution at the initial stage. In exercising revisional or inherent jurisdiction, the Court was confined to seeing whether the complaint disclosed a case for proceeding and could not undertake a detailed examination of the merits.

Conclusion: The complaint disclosed a prima facie offence, the defence under the proviso was left for trial, and the request to quash the proceedings was rejected.

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