2009 (2) TMI 474 - HC - Companies Law

Court quashes criminal proceedings under Companies Act for non-compliance offenses, director's resignation deemed sufficient

RK. Kapur Versus Registrar of Companies

RK. Kapur Versus Registrar of Companies - [2011] 105 SCL 564 (Kar.) Issues:Petition to quash criminal proceedings under the Companies Act for non-compliance with filing requirements and holding annual general body meetings.Analysis:The petitioner sought to quash proceedings against him under sections 220(3), 159, 161, 162, 168, and 210(5) of the Companies Act, 1956, for various non-compliance offenses related to the financial years ending 2003-04 and 2004-05. The petitioner claimed that he resigned as a director of the company on 1-2-2003 and, therefore, should not be held responsible for the alleged violations. The respondent argued that they had not received confirmation regarding the submission of Form No. 32 indicating the petitioner's resignation from directorship. However, the petitioner had indeed submitted a resignation letter dated 1-2-2003 to the managing director of the company and filed Form No. 32 with the Company Law Board. The Court found that the petitioner had taken appropriate steps to resign from the directorship, absolving him of liability for the company's non-compliance during the relevant financial years.The Court's decision was based on the petitioner's proactive resignation from the directorship of the company and the subsequent filing of Form No. 32 with the Company Law Board. By resigning and completing the necessary formalities, the petitioner demonstrated his disassociation from the company's affairs, relieving him of responsibility for the mentioned non-compliance issues. As a result, the Court allowed the petitions and quashed the criminal proceedings initiated against the petitioner in multiple cases before the Special Court of Economic Offences in Bangalore.