Competence of ROC prosecution and disputed Section 58A exemption had to be tested at trial, not quashed under inherent powers.

The Registrar of Companies was competent to institute the complaint because Section 621 of the Companies Act, 1956 authorises such prosecution, so the objection to maintainability failed. The claim that the petitioner company was exempt under Section 58A, and whether the alleged advertisement attracted Sections 58A(2)(b) and 58A(6), involved factual questions requiring trial on evidence, so they could not be reopened in a petition under Section 482 of the Code of Criminal Procedure, 1973. The quashment request was rejected and the prosecution was allowed to proceed, with the exemption defence left open for trial.

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Issues: (i) Whether the Registrar of Companies was competent to institute the complaint under the Companies Act, 1956. (ii) Whether the charges were liable to be quashed on the ground that the petitioner company claimed exemption under Section 58A of the Companies Act, 1956.

Issue (i): Whether the Registrar of Companies was competent to institute the complaint under the Companies Act, 1956.

Analysis: The complaint was held to be maintainable because Section 621 of the Companies Act, 1956 permits prosecution by the Registrar of Companies. The earlier order had already considered the same contention and had declined to interfere, leaving the defence open for trial. The Court also noted that the earlier order of the Supreme Court had not set aside that view.

Conclusion: The Registrar of Companies was competent to file the complaint, and the objection to maintainability failed.

Issue (ii): Whether the charges were liable to be quashed on the ground that the petitioner company claimed exemption under Section 58A of the Companies Act, 1956.

Analysis: The Court held that the question whether the petitioner company fell within the exemption under Section 58A, and whether the alleged advertisement attracted Sections 58A(2)(b) and 58A(6), was a matter for trial on evidence. Since the same issue had already been left open in the earlier proceeding, it could not be reopened in the present petition under Section 482 of the Code of Criminal Procedure, 1973.

Conclusion: The request to quash the charges on the basis of exemption under Section 58A was rejected.

Final Conclusion: The petition under inherent jurisdiction failed, and the prosecution was allowed to proceed before the trial court, where the defence on exemption and liability could be raised on evidence.

Ratio Decidendi: A challenge to prosecution under the Companies Act cannot be entertained under Section 482 of the Code of Criminal Procedure, 1973 when the competence of the complainant is statutorily recognised and the claimed exemption from liability requires factual determination at trial.

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