A.B.L. Garg vs Registrar Of Companies
2002 Latest Caselaw 731 Del

JUDGMENT

K.S. Gupta, J.

1. This order will govern the disposal of Crl. M (M) Nos. 3644, 3645, 3646, 3647, 3648, 3649, 3650, 3651, 3658, 3659, and 3662/2001.

2. Facts leading to filing, of Crl. M (M) No. 3644/2001 which is treated as lead case, are these - Complaint under Section 162 read with Section 220(3) of Companies Act, 1956 (for short the 'Act') was filed by the Registrar of Companies (Delhi & Haryana), complainant/respondent against M/s. Malhotra Chit Fund and Finance (Pvt.) Ltd., Vijay Kumar Malhotra, Smt. Nisha Malhotra and the petitioner impleading them as accused 1 to 4 alleging that accused No. 1 was incorporated on 8th September, 1983 under registration No. 16503 as a private limited company under the Act. Accused Nos. 2 to 4 were Directors of accused No. 1 - company as per the particulars filed in the office of complainant and they were, thus, responsible for compliance of provision of Section 220(1) of the Act. Under Section 220(1), company and its Directors are under statutory obligation to file with the complaint 3 copies of balance sheet and profit and loss account in the prescribed form within 30 days of the date of Annual General Meeting. Balance sheet and profit and loss account of accused No. 1- company ending on 30th September, 1986 were required to be placed in Annual General Meeting by a date not later than 31st March, 1987, i.e. within six months of the close of financial year and copies thereof filed in the office of complainant not later than 30th April, 1987. However, the accused did not file copies of balance sheet and profit and loss account and, thus, contravened the provision of said Section 220(1).

3. After accused were summoned in the complaint, accused-No. 4/petitioner filed an application seeking dropping of proceedings on the ground that he had never been the Director of accused No. 1-company and this application was dismissed by the order dated 24th May, 2001 by an ACMM, Delhi. It is the complaint and order dated 24th May, 2001 which are sought to be quashed under Section 482. Cr.P.C. read with Article 227 of the Constitution of India by the petitioner.

4. In remaining 10 petitions wherein complaints have been filed with identical allegations and applications filed for dropping of proceedings dismissed by similar order(s) dated 24th May, 2001, the petitioner/accused No. 4 seeks quashment of those complaints and orders dated 24th May, 2001. To be only noticed that said complaints pertain to the years from 1985 to 1990.

5. Submission advanced by Sh. L.S. Chaudhary for petitioner was that Vijay Kumar Malhotra (accused No. 2) had sought permission from the petitioner to give address of his house as the address of accused No. 1-company for the purposes

of registration of company and to receive mail to which he had agreed due to old relationship and the petitioner had never been a Director of accused No. 1-company. In support of submission, my attention was drawn to the provision contained in Section 264(1) of the Act as also the fact that Form No. 32 submitted with the respondent, was not signed by the petitioner. On the other hand, it was contended by Sh. Sanjay Jain for respondent that accused No. 1 -company was incorporated on 8th September, 1983 and having its registered office at 5A/12, Ansari Road. Registered Office of the company was changed to 104, Jyoti Bhawan, A-25-26-27, Dr. Mukharjee Nagar Commercial Complex w.e.f. 13th September, 1983. Again, registered office of company was changed w.e.f. 24th November, 1983 to 25, Street No. I, Ram Nagar which belongs to the petitioner. In support of this submission, he placed on record the photostat copies of four Form No. 18 and a Form No. 32. It was further urged that said Sub-section (1) of Section 264 would not apply in this case accused No. 1 being a private limited company ; Form No. 32 indicating appointments and changes amongst Directors, need not necessarily be signed by the person who is inducted as a Director. It was not disputed before me that Form No. 32 wherein petitioner is shown to have been co-opted as a Director of accused No. 1-company w.e.f. 25th November, 1983 is not signed by the petitioner. Sub-section (3) of said Section 264 says that it shall not apply to a private company unless it is a subsidiary of a public company. Accused No. 1 is not been shown to be a subsidiary of a public limited company. In the Rules and Regulations framed under the Act, format of Form No. 32 has been given in Appendix-l and the same would, indicate that it can be signed by any of the Directors of a company. That being so, the petitioner cannot derive any advantage of the fact of said Form No. 32 not being signed by him or he having not given consent in writing to become a Director of accused No. 1-company in these petitions, the pleas that petitioner had merely permitted his house address to be used as registered office of accused No. 1 company and to receive mail and he was not a Director of company, could only be examined at the conclusion of trial by the ACMM seized of the complaints. All the petitions, thus, deserve to be dismissed being without any substance.

6. Consequently, aforementioned 11 petitions are dismissed being without any merit.