TaxTMI 
TaxTMI 
2018 (2) TMI 2110
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.... asked to show cause. The petitioners gave their detailed representations. Thereafter, apprehending criminal action at the hands of the first respondent and seeking to invoke Section 463(2) of the Companies Act, 2013, the present company petitions have been filed. 3. Learned senior counsel appearing for the petitioners would submit that the power of this Court under Section 463(2) of the Companies Act, 2013 is akin to the Court, before which, proceedings was pending under Section 463(1) of the Companies Act, 2013. Such a power can be exercised after the issuance of show cause notice followed by the reply given. The first respondent does not usually pass any order to the show cause notice but on receipt of the reply given, straight away prefers a complaint before jurisdictional Magistrate. Therefore, there is sufficient power for this Court to give a finding on the aspect of negligence, default, breach of duty, misfeasance or breach of trust and even assuming that such findings are against the petitioners, the other issue pertaining to honesty and reasonableness will have to be gone into. 4. Thus, once this Court comes to the conclusion that the petitioners have acted honestly....
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.... liability which may attach to an officer in respect of such negligence, default, breach of duty, misfeasance or breach of trust. (2) Where any such officer has reason to apprehend that any proceeding will or might be brought against him in respect of any negligence, default, breach of duty, misfeasance or breach of trust, he may apply to the High Court for relief and the High Court on such application shall have the same power to relieve him as it would have had if it had been a Court before which a proceedings against that officer for negligence, default, breach of duty, misfeasance or breach of trust had been brought under sub-section (1). 7. As rightly held by this Court in Visram Financial Services (P) Ltd., Vs. V. Rajendran (2013 (6) CTC 183), Section 633(1) of the Companies Act, 1956, pertains to a Court before which a proceedings of negligence, default etc., is pending. On the contrary, a specific power is given to this Court under Section 463(2) of the Companies Act, 2013. Section 463 of the Companies Act, 2013 as such gives power to the Court to grant relief in certain cases. Though it is not a power which could be exercised in all cases, certain discretion is....
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....based on the understanding that the Court is supposed to attach that meaning to the provisions which serve the 'purpose' behind such a provision. The basic approach is to ascertain what is it designed to accomplish? To put it otherwise, by interpretative process the Court is supposed to realise the goal that the legal text is designed to realise. As Aharan Barak puts it: "Purposive interpretation is based on three components: language, purpose, and discretion. Language shapes the range of semantic possibilities within which the interpreter acts as a linguist. Once the interpreter defines the range, he or she chooses the legal meaning of the text from among the (express or implied) semantic possibilities. The semantic component thus sets the limits of interpretation by restricting the interpreter to a legal meaning that the text can bear in its (public or private) language."[3] 32. Of the aforesaid three components, namely, language, purpose and discretion 'of the Court', insofar as purposive component is concerned, this is the ratio juris, the purpose at the core of the text. This purpose is the values, goals, interests, policies and aims that the ....
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....mplied) semantic possibilities. The semantic component thus sets the limits of interpretation by restricting the interpreter to a legal meaning that the text can bear in its (public or private) language."[3] 32. Of the aforesaid three components, namely, language, purpose and discretion 'of the Court', insofar as purposive component is concerned, this is the ratio juris, the purpose at the core of the text. This purpose is the values, goals, interests, policies and aims that the text is designed to actualize. It is the function that the text is designed to fulfil. 33. We may also emphasize that the statutory interpretation of a provision is never static but is always dynamic. Though literal rule of interpretation, till some time ago, was treated as the 'golden rule', it is now the doctrine of purposive interpretation which is predominant, particularly in those cases where literal interpretation may not serve the purpose or may lead to absurdity. If it brings about an end which is at variance with the purpose of statute, that cannot be countenanced. Not only legal process thinkers such as Hart and Sacks rejected intentionalism as a grand strategy fo....
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....A. 12. In a recent pronouncement, the Supreme Court has held in Independent Thought Vs. Union of India and Another ((2017) 10 SCC 800) in the following manner: 101. The entire issue of the interpretation of the JJ Act, the POCSO Act, the PCMA and Exception 2 to Section 375 of the IPC can be looked at from yet another perspective, the perspective of purposive and harmonious construction of statutes relating to the same subject matter. Long ago, it was said by Lord Denning that when a defect appears, a judge cannot fold his hands and blame the draftsman but must also consider the social conditions and give force and life to the intention of the Legislature. It was said in Seaford Court Estates Ltd. v. Asher that: "A judge, believing himself to be fettered by the supposed rule that he must look to the language and nothing else, laments that the draftsmen have not provided for this or that, or have been guilty of some or other ambiguity. It would certainly save the judges trouble if Acts of Parliament were drafted with divine prescience and perfect clarity. In the absence of it, when a defect appears a judge cannot simply fold his hands and blame the draftsman. He ....
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....one of us (Lokur, J) to supplement our view. It is not necessary to repeat the observations made and conclusions given therein. 13. The contention of the learned counsel for the first respondent that the complaint given to the Magistrate has to be construed as a final order cannot be countenanced being contrary to the basic principle of law. After all, the decision of the first respondent will not only have a civil consequence but also a criminal consequence in which case, the petitioners are entitled to know the reasons resulting in such decision. It is to be noted that serving of the orders aforesaid would not only help the petitioners but also the first respondent as some of the offences can be compoundable which will result in revenue generation. Therefore, looking from any perspective, the contentions raised cannot be sustained in the eye of law. 14. This Court is of the considered view that when once the show cause notice is issued, then it would amount to initiation of the proceedings qua negligence, default, breach of duty etc., However, the same would not be applicable to a criminal action. The decision to initiate a criminal proceeding would naturally come on a fact....