2020 (1) TMI 1583 - HC - Companies Law

Court quashes proceedings under Companies Act due to inadvertent error in disclosure, no evidence of intent.

IBC Knowledge Park Pvt. Ltd., Ziaulla Sheriff S/o Abdul Gaffar Sheriff, Sharmeen Yunus W/o Yunus Zia, Salima Sheriff W/o Ziaulla Sheriff, Yunus Zia S/o Ziaulla Sheriff, Swathi Subramaniyaraja D/o K. Subramaniya Raja Versus Union of India The Ministry of Corporate Affairs New Delhi, Registrar of Companies, Bengaluru

The court quashed the proceedings initiated under Section 182(3) of the Companies Act, 2013, as the petitioners had complied with the amended disclosure ... Non-disclosure of contribution made to the political parties during the year 2016-2017, in the declaration given by the Company - Section 182(3) of the Companies Act, 2013 - HELD THAT:- On close reading of Section 135 of the Act, it makes very clear that the CSR declaration has to be made as stated therein, in a prescribed form. During the course of argument, the learned counsel for the petitioners brought to the notice of this Court that the declaration has been made in a prescribed form disclosing that an amount of Rs.1,36,39,924/- has been declared as CSR amount. By considering the material facts and circumstances, it indicates that though under the law, the declaration has to be made separately but as rightly pointed out by the learned counsel for the respondents in the reply also, it has been specifically mentioned that in the financial statement, the company has inadvertently missed the separate disclosure as per Section 182(3) of the Act. But on factual matrix, if it is taken into consideration, the said amount of Rs.15,00,000/- has been paid to Aam Adami party through cheque that too, account payee for which, the declaration has also been made - Taking into consideration of the object and spirit of law, it indicates that the main object of law is that such donations, which are going to be given in larger quantity, it will not affect the economy of the country and thereafter the amendment, which has been made also disclose the fact that the payment has to be made through cheque. In the light of letter and spirit, if it is taken into account, it is only an irregularity not an illegality. Even the amendment was given effect from 01.04.2017 therein, it is not necessary to declare the name of political party to which the amount has been paid. In that light also, there is no intentional violation of Section 182 of the Act. However, the petitioners/accused being a reputed company, they should have taken care of the said aspect while making a declaration but it is not an intentional act. Whenever the accused has to be punished for any offence, then the intention and mens rea has to be seen. In that light, the initiation of the proceedings is not present as contemplated under law and the said proceedings if they are quashed by allowing the petition, it is going to meet the ends of justice. Petition allowed. Issues Involved:1. Validity of proceedings initiated under Section 182(3) of the Companies Act, 2013.2. Compliance with the amended provisions of Section 182(3) post-31.03.2017.3. Interpretation of disclosure requirements under Section 182(3) and Section 135 of the Companies Act, 2013.4. Determination of intent and mens rea in the alleged non-disclosure.Detailed Analysis:1. Validity of Proceedings Initiated under Section 182(3) of the Companies Act, 2013:The petitioners sought to quash the proceedings initiated under Section 182(3) of the Companies Act, 2013, arguing that the proceedings were initiated without proper application of mind. The complaint alleged that the company did not disclose contributions made to political parties for the year 2016-2017. The petitioners contended that they had disclosed the contributions in their financial statements and provided evidence of a Rs.15,00,000/- contribution to a political party. The court noted that the proceedings were initiated based on a complaint that did not consider the materials provided by the petitioners, indicating a lack of proper examination of the facts.2. Compliance with the Amended Provisions of Section 182(3) Post-31.03.2017:The petitioners argued that the amendment to Section 182(3) effective from 31.03.2017 did not mandate the disclosure of political contributions in the profit and loss account. The court examined the pre-amendment and post-amendment provisions of Section 182 and noted that the amendment removed the requirement to disclose the name of the political party in the profit and loss account. The court concluded that the petitioners had complied with the amended provisions by disclosing the total contribution amount, and the absence of the political party's name did not constitute a violation.3. Interpretation of Disclosure Requirements under Section 182(3) and Section 135 of the Companies Act, 2013:The court analyzed the disclosure requirements under Section 182(3) and Section 135 of the Companies Act, 2013. Section 182(3) mandates the disclosure of contributions to political parties, while Section 135 pertains to Corporate Social Responsibility (CSR) declarations. The court observed that the petitioners had disclosed CSR expenses and political contributions separately in their financial statements. The court emphasized that the petitioners' failure to separately disclose the political contribution in the profit and loss account was an inadvertent error, not an intentional violation.4. Determination of Intent and Mens Rea in the Alleged Non-Disclosure:The court considered the petitioners' intent and mens rea in the alleged non-disclosure. The petitioners argued that the omission was not intentional and that they had provided all necessary information in their financial statements and replies to show cause notices. The court agreed that the omission was an irregularity rather than an illegality, noting that the petitioners had no intention to suppress the information. The court emphasized that for an accused to be punished, there must be evidence of intent and mens rea, which were absent in this case.Conclusion:The court concluded that the initiation of proceedings under Section 182(3) was not justified, as the petitioners had complied with the amended disclosure requirements and the omission was an inadvertent error. The court quashed the proceedings in C.C. No.134/2019, stating that it would meet the ends of justice.Order:The petition is allowed, and the proceedings initiated in C.C. No.134/2019 for the offence punishable under Section 182(3) of the Companies Act, 2013, pending on the file of the Court of Special Economic Offences, Bengaluru, are hereby quashed. I.A. No.1/2019 does not survive for consideration and is disposed of accordingly.