2007 (4) TMI 379

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.... 2005, were that the petitioner-company did not follow the mandatory procedure of indicating, which of its one-third directors were to retire on rotation. In Crl. M.C. No. 112 of 2005, the allegation likewise is that the petitioner was guilty of contravening section 268 insofar as it relates to appointment of the managing director. 2. The ground urged is that section 629A does not prescribe an offence. Counsel relied upon the judgment of the Calcutta High Court reported as Registrar of Companies v. Bharat Produce Co. Ltd. [1980] 50 Comp. Cas. 250. It was urged that the complaint was not maintainable since it was filed far beyond the time prescribed. Learned counsel urged that the time prescribed in such a case would be within six months be....

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....arly, in Raghunath Swarup Mathur v. Har Swarup Mathur [1967] 37 Comp. Cas. 802 ; by the Allahabad High Court and a judgment of the Queen's Bench in Sales-Matic Ltd. v. Hinchcliffe [1959] 1 WLR 1005 as well. It formed the opinion that section 269 as it then stood was declaratory in nature and that having regard to the phraseology applied in section 629A, contravention or violation of section 269 did not amount to an offence. The petitioner has sought parity of reasoning with that decision to say that alleged violation of section 268 does not amount to a punishable offence and they at best indicate an irregularity for which penalty can be imposed. At the relevant time, the penalty, was Rs. 500. 5. Though the judgment of the Calcutta High Cou....