TaxTMI 
TaxTMI 
2025 (10) TMI 1136
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....mt. Punita Khatter for the offence under Section 452 Companies Act, 2013. 3. Briefly stated, the Respondent Company was incorporated on 30.11.1989 under the name and style of Explorers Travel & Tour Pvt. Ltd. under the Companies Act, 1956. The Petitioner-Punita Khatter apart from being 35% shareholder of the Company, was appointed as Managing Director on 07.08.1995. She and one Shalini Wadhwa who was also one of the Director of the Complainant Company, were joint signatories of the Respondent Company. The Respondent alleged that the Petitioner, Smt. Punita Khatter was given following perks/ benefits in addition to her salary and commission, as part of the remuneration: i. Car (BMW 3 series bearing registration no.HR26AV7806) ii. Car (Mahindra XUV 500 bearing registration no. HR26CC9627) iii. Car (Toyota Corolla bearing registration no. DL9CG3770) iv. Car (Toyota Innova bearing registration no. DL4CAE8047) v. Mobile Phone (I phone) vi. credit card (no.4205806000117007 issued by ICICI bank) vii. Visa card ending with 6377 4. It was further alleged by the Respondent in the Complaint that as Managing Director of the C....
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.... extended to the Petitioner by virtue of being Director and Managing Director of the Respondent Company, either in its Complaint or in the pre-summoning evidence, in order to determine if there was any alleged wrongful withholding by the Petitioner. 10. Furthermore, in the absence of Board Resolution on behalf of Respondent Company asking for return of articles from Petitioner, the Letters so issued were bad in law. The Impugned Order suffers from manifest illegality and has been passed in a mechanical manner, without application of mind and is contrary to the settled principles of law. 11. Furthermore, all the articles mentioned in the email dated 18.06.2016 and 21.06.2016, have already been returned by the Petitioner on 30.06.2016 pursuant to her resignation from Directorship on 09.06.2016. It has not been considered that till 09.06.2016, there was no wrongful withholding of any article by the Petitioner, being the Director of the Company and the subsequent letters dated 20.06.2016 for subsequent demand of balance articles, lacked material particulars and no details of the articles were mentioned therein. 12. The model of i-phone, laptop, computers, their serial numbers,....
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....he Managing Director of a Company in his capacity as such, would be entitled to the possession and custody of the records and property of the Company on its behalf. 19. The averments made in the Complaint and pre-summoning evidence cannot be stated to be vague or lacking material particulars especially in the light of documents and the Application filed to place additional documents on record. The summoning Order has been passed rightly, on the basis of the Complaint and the pre-summoning evidence. 20. It is further asserted that Petitioner has deliberately not filed the Order dated 08.04.2016 of Company Law Board (now National Company Law Tribunal), Ex. CW1/12, which clearly records that Petitioner was called upon to deliver various documents, papers, records, information and such other things to ensure that the accounts of the Company are fully audited and also requested to render full accounts on daily basis to an appointed representative by the Board of Directors. 21. It was further recorded that Directors of the Company had called upon the Petitioner in her capacity as Managing Director of the Company, to provide them various information regarding the affairs of the C....
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....2. 26. It is further submitted that the Certificate under Section 65B Evidence Act has duly been filed by the Respondent. The grounds raised by the Petitioner involved disputed questions of fact which are matter of trial, and cannot be determined by this Court in exercise of inherent jurisdiction under Section 482 Cr.P.C. It is therefore, submitted that the present Petition is liable to be dismissed. Submissions heard and record perused along with the written submissions filed by both the parties. 27. At the outset, it may be noted that the Petitioner was summoned on 30.07.2016, but the said Order of summoning, was not challenged. Essentially, the Petitioner should have challenged the Summoning Order, but she chose to wait till 16.03.2017, to challenge the Order on Notice, which is not amenable to revisional jurisdiction. It is the Summoning Order, which could have been questioned by the Petitioner on the ground of being unsustainable. Be as it may, since the matter is pending since 2016, it may be considered on merits. 28. As per the case of the Respondent Company, Petitioner Punita Khatter was the Managing Director of Respondent Company and she was removed from the sa....
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.... the articles forthwith, she failed to do so, till the time present Complaint was filed on 26.04.2016. 33. The second aspect raised by the Petitioner is that even though she was removed from the post of Managing Director on 11.04.2016, but she continued to be a Director in the Company, from which she resigned on 09.06.2016. 34. It is pertinent to observe that assets and documents that were sought to be returned by the Petitioner had been in her possession by virtue of she holding a post of Managing Director. Therefore, as soon as she seized to be the Managing Director, it was imperative for her to comply with the e-mail Notice dated 11.04.2016 and handover all the articles. Even if she continued as a Director till 09.06.2016, it did not give her any right to retain the articles/documents of which she was in possession, being a Managing Director. These were the articles in her possession, as a Managing Director and therefore, her defence that since she continued to be a Director till 09.06.2016, she was not required to handover the documents/assets, is prima facie incorrect. 35. Section 452 of Companies Act, 2013 provides that if an officer or employee of a Company having i....