Delhi High Court
Sampat Rai vs Registrar Of Companies on 9 May, 2006
Author: B D Ahmed
Bench: B D Ahmed
JUDGMENT
Badar Durrez Ahmed, J.
1. This revision petition is directed against the order dated 16.11.2000 passed by the learned ACMM, New Delhi. An application has been moved by the present petitioner Sampat Rai for his discharge from the proceedings on the ground that he had resigned from the directorship of the company (Star Electronics Ltd.) [accused No. 1] on 22.02.1996. The complaint that was filed against the present petitioner was that he was a director of the company and the registered office of the company had been changed without notifying the Registrar of Companies. The change in the address of the registered office of the company was undertaken on 01.08.1996.
2. The learned Counsel appearing for the petitioner submitted that the impugned order suffers from various errors which need to be corrected by this Court in exercise of its revisional jurisdiction. He submitted that the gravest error is that the petitioner ought to have been discharged inasmuch as he was not even a director of the company when the said change in the address of the registered office of the company was undertaken. The change was undertaken on 01.08.1996, whereas the petitioner had resigned as a director of the company on 22.02.1996 w.e.f. 23.02.1996. A copy of the letter of resignation was also sent to the Registrar of Companies on 04.03.1996 as indicated by the document at page 22 of the paper book. However, there can be no controversy, now, according to him, inasmuch as Form-32 indicates this change, i.e., that the petitioner had resigned from the directorship of the company w.e.f. 23.02.1996. The said Form- 32 had been filed by the company itself with the Registrar of Companies on 24.04.1996 vide Diary No. 15833. According to the learned Counsel for the petitioner, this can be verified straightway from the document filed alognwith the affidavit filed on behalf of the Registrar of Companies. In particular, it can be seen from the information of the documents diarised by a company in relation to Star Electronics Ltd that on 24.09.1996 the said Form-32 was indeed filed.
3. In any event, Mr Chopra also pointed out that Form-18 also appears to have been filed by the company which can be verified from the very same document. The said information of documents diarised by t he company indicates that on 12.08.1996 vide Diary No. 75823 a Form-18 showing the event date of 01.08.1996 had been received by the Registrar of Companies. Therefore, even if it assumed that the petitioner was a director of the company at that time, no offence against the company was made out according to him.
4. The learned Counsel appearing for the Registrar of Companies did not admit that the resignation of the petitioner was notified, however, she could not indicate as to what document was shown vide Diary No. 15833 referring to the event date of 23.02.1996, if not the Form-32 mentioned by the petitioner.
5. In these circumstances, I find that the petitioner has clearly been able to establish that the petitioner was not a director when the change of registered office of the company took place, i.e., on 01.08.1996 and, therefore, by no stretch of imagination, the petitioner can be prosecuted for having violated the provisions of Section 146 of the Companies Act, 1956. Accordingly, the impugned order is set aside and the petitioner is discharged.
