Court dismisses petition to quash E.O.C.C.No.299, allows petitioner to seek relief. Trial court to decide appearance dispensation.

The court dismissed the petition to quash E.O.C.C.No.299 of 2015, allowing the petitioner to seek relief by filing a petition before the trial court for dispensing with his appearance. The court directed the trial court to pass appropriate orders on such an application. Consequently, the connected miscellaneous petition was also closed.

---

---

Issues Involved:
1. Validity of the petitioner's resignation as Managing Director and Director.
2. Liability under Section 149 of the Companies Act, 2013 for non-appointment of a Woman Director.
3. Liability under Section 172 of the Companies Act, 2013.
4. Compliance with procedural requirements for resignation.
5. Jurisdiction and appropriateness of quashing the complaint under Section 482 Cr.P.C.

Issue-wise Detailed Analysis:

1. Validity of the Petitioner's Resignation as Managing Director and Director:
The petitioner claimed to have resigned as Managing Director of the company on 20.10.2012 and reiterated his resignation on 05.09.2013. He argued that he had no control over the company's affairs after his resignation and was not responsible for subsequent non-compliance issues. However, the respondent contended that the resignation was effective only upon receipt by the company and that the petitioner remained liable for any offences committed during his tenure as per the records.

2. Liability under Section 149 of the Companies Act, 2013 for Non-Appointment of a Woman Director:
The respondent filed a complaint under Section 149 of the Companies Act, 2013, asserting that the company failed to appoint a Woman Director by the due date of 01.04.2015. The petitioner argued that he had resigned before the enforcement of the Companies Act, 2013, and thus was not liable. However, the court noted that the petitioner could still be held accountable for offences committed during his tenure, as per the proviso under Section 168 of the Companies Act, 2013.

3. Liability under Section 172 of the Companies Act, 2013:
The petitioner was also held liable under Section 172 of the Companies Act, 2013, which imposes fines for contraventions of the Act. The court found that the petitioner had not demonstrated compliance with the necessary procedural requirements to absolve himself of liability.

4. Compliance with Procedural Requirements for Resignation:
The petitioner had submitted his resignation to the company and the Registrar of Companies but failed to ensure that the requisite forms (Form DIR-11 and DIR-12) were filed in a timely manner. The court highlighted that the petitioner only filed Form DIR-11 belatedly after the initiation of the present proceedings, and Form DIR-12 was not filed by the company. The court also noted that the petitioner had not pursued all available remedies to enforce his resignation.

5. Jurisdiction and Appropriateness of Quashing the Complaint under Section 482 Cr.P.C.:
The court emphasized that the grounds raised by the petitioner were matters of evidence that could not be adjudicated in a quash petition. It reiterated the legal principle that complaints should only be quashed when the allegations do not constitute an offence. The court concluded that the petitioner had not made out a case within the purview of Section 482 Cr.P.C. to warrant quashing the complaint.

Conclusion:
The court dismissed the petition to quash E.O.C.C.No.299 of 2015, allowing the petitioner to seek relief by filing a petition before the trial court for dispensing with his appearance. The court directed the trial court to pass appropriate orders on such an application. Consequently, the connected miscellaneous petition was also closed.

---