2019 (3) TMI 2059

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....y consent, the Writ Petitions are taken up for final disposal and disposed of by a common order. 2.Since it is submitted by the learned counsel appearing for the petitioner that respondents 3 and 4 in W.P. No.6829 of 2019, namely, N.Lakshminarayanan and Chandrasekaran Ramakrishnan, who are directors of the Cognizant Technology Solutions India Private Ltd., are formal parties, they are given up. 3.The writ petitions have been filed by the petitioner seeking a direction to the respondents to consider their reply dated 03.01.2019 and pass necessary orders. 4.Learned counsel appearing for the petitioner would submit that the petitioner company is a part of the Cognizant group of companies and one of the leading IT consultancy service p....

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....nts 1 and 2 may proceed, without considering the detailed reply given by them. Therefore, learned counsel appearing for the petitioner prays for a direction to the respondents 1 and 2 to consider the reply given by them to the show cause notices. 6.Taking support from the order dated 27.02.2018 passed by this Court in Company Petition Nos.405 to 409 of 2014, learned counsel appearing for the petitioner would submit that this Court in similar circumstances emphasised that once the show cause notice is issued, 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 fa....

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.... a criminal proceeding would naturally come on a factual finding resulting in the final order to be passed by the first respondent, on a consideration of the reply given to the show cause notice. Therefore, the first respondent has to pass a reasoned order on two aspects. One is on merit with respect to the negligence, default etc, attributable on the part of the officer and the second is with respect to the decision made to proceed under the criminal law. These two factors are mandatory as the Court under Section 463(2) of the Companies Act, 2013 is only required to say as to whether the officer has acted honestly and reasonably after finding the negligence on his part by the first respondent. The power under Section 463(2) of the Companie....