TaxTMI 
TaxTMI 
2023 (1) TMI 512
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....f annual general meeting in the relevant year. 2 MCRC No.36749/2022 Allegation of violation Section 129 readwith 137 of Companies Act, 2013 which is punishable under Section 129 (7) and 137(3) of Companies Act, 2013 2011-2012 2012-2013 2013-2014 Allegation is non-submission of financial statement within the stipulated time with Registrar of Companies. 3 MCRC No.36754/2022 Allegation of violation Section 12(1) of Companies Act, 2013 which is punishable under Section 12(8) of Companies Act, 2013 2014 Allegation is of not having registered office capable of receiving and acknowledging the communication. 4 MCRC No.36756/2022 Allegation of violation Section 96 read with 129 of Companies Act, 2013 which is punishable under Section 99 of Companies Act, 2013 2011-2012 2012-2013 2013-2014 The AGM has not been held proceedings has not been forwarded to Registrar. 3. Perusal of table indicates violation of different provisions of Act, 1956 as well as Act 2013 and the relevant years. 4. The present petition under Section 482 of Cr.P.C. has been preferred by the petitioner taking challenge to the complaint filed / prosecution lodged at the instance of the Registrar of the Compa....
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....lication under Section 91 of Cr.P.C. was also preferred in which prayer was made that Trial Court may call the relevant proceedings of S.E.B.I. from the concerned authority so that the submissions may be verified from the original record. 9. Vide impugned order dated 28.05.2022, Trial Court rejected both the applications, therefore, petitioner preferred this petition under Section 482 of Cr.P.C. taking exception to the institution of complaint and proceedings in toto. 10. It is the submission of learned counsel for the petitioner that petitioner resigned from the Company w.e.f. 13.03.1995 and thereafter, he had no role to play in the affairs of the Company. Notice in question referred the year 2008-2009 and 2009-2010 where certain non-compliances under Section 162 of the Act, 1956 were noticed. Therefore, proceedings under Section 220 of the Act, 1956 were initiated. Since petitioner resigned much earlier and S.E.B.I. recognized this fact earlier in their different proceedings, therefore, no case is made out at all. Counsel relied upon the judgment rendered by the Apex Court in the case of Rajeev Thapar and others Vs. Madal Lal Kapoor reported in (2013) 3 SCC 330 to submit that t....
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....e where admittedly petitioner worked as Director of the Company between the period 30th September, 1992 till 13th March, 1995 and then resigned. In 2011, under the mistaken belief, complaint was filed against present petitioner also for alleged non-compliance of Section 220 of Act, 1956 for which penalty is provided under Section 162 of the Act, 1956. For ready reference, Section 220 of the Act is reproduced as under:- "(1) After the balance sheet and the profit and loss account have been laid before a company at an annual general meeting as aforesaid, there shall be filed with the Registrar [within thirty days from the date on which the balance sheet and the profit and loss account were so laid, [or where the annual general meeting of a company for any year has not been held, there shall be filed with the Registrar within thirty days from the latest day on or before which that meeting should have been held in accordance with the provisions of this Act], (a) [***][a copy] of the balance sheet and the profit and loss account, signed by the managing director, [***] manager or secretary of the company, or if there be none of these, by a director of the company, together with [a copy....
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....uctions the Board of directors of the company is accustomed to act." 17. Admittedly, alleged non-compliance is for the period 2008-2009 and year 2009-2010 where some defaults on the part of the Company are made. Admittedly, petitioner resigned w.e.f. 13th March, 1995. Much thereafter, alleged defaults have been committed. 18. In year 2004, in the matter of directions under Section 11 readwith Section 11(B) of the S.E.B.I. Act, 1992 to Sterling Kalks Sand Bricks Limited and its Directors, and in respect of some companies which were identified as vanishing companies, therefore, task force was set up in this regard. After detail inquiry by the task force in its report dated 09.09.2004 in para 5.1, a specific finding has been given in favour of petitioner. The said para 5.1 is reproduced as under:- "5.1- I find that in respect of the erstwhile directors viz. P.S. Santhankrishnan, Vijay Kumar Verma, Avtar Singh Narang, Sachidanand Chitalre, Neinz George Sibehlds, Paramjeet Singh Saluja and Ramnik Shah Saluja, I find that while they were directors of SKBL, the company had filed balance sheets and otherwise complied with requirements of the listing agreement. Since they are no longer ....
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.... of Cr.P.C. in following words:- 30. Based on the factors canvassed in the foregoing paragraphs, we would delineate the following steps to determine the veracity of a prayer for quashing, raised by an accused by invoking the power vested in the High Court under Section 482 of the Cr.P.C.:- (i) Step one, whether the material relied upon by the accused is sound, reasonable, and indubitable, i.e., the material is of sterling and impeccable quality? (ii) Step two, whether the material relied upon by the accused, would rule out the assertions contained in the charges levelled against the accused, i.e., the material is sufficient to reject and overrule the factual assertions contained in the complaint, i.e., the material is such, as would persuade a reasonable person to dismiss and condemn the factual basis of the accusations as false. (iii) Step three, whether the material relied upon by the accused, has not been refuted by the prosecution/complainant; and/or the material is such, that it cannot be justifiably refuted by the prosecution/complainant? (iv) Step four, whether proceeding with the trial would result in an abuse of process of the court, and would not serve the ends ....