Manjit Jaju vs Registrar Of Companies Nct Of ...
2010 Latest Caselaw 3931 Del

              *         IN THE HIGH COURT OF DELHI AT NEW DELHI


                                                               Date of Reserve: August 10th 2010


                                Date of Order: August 25, 2010

                                 + Crl. M.C. No.1997/2009
%                                                                                       25.08.2010
         Manjit Jaju                                                            ...Petitioner

         Versus

         Registrar of Companies N.C.T. of Delhi & Haryana ...Respondents

Counsels:

Mr. Abhay K. Das & Ms. Shabnam Shalini for petitioner/appellant
Ms. Preeti Dalal for respondent.


         JUSTICE SHIV NARAYAN DHINGRA

1.      Whether reporters of local papers may be allowed to see the judgment?

2.       To be referred to the reporter or not?

3.       Whether judgment should be reported in Digest?


                                            JUDGMENT

1. By the present petition under Section 482 Cr.P.C the petitioner has sought

quashing of criminal complaint no.451 of 2002 and the proceedings emanating

therefrom filed by Registrar of Companies against the petitioner for offences under

Sections 63 and 628 of Companies Act, 1956 on the ground that the complaint was

barred by limitation under Section 468 Cr.P.C.

2. It is submitted that the period of limitation prescribed for filing such complaint

was three years from the date of alleged misstatement or false statement in the

prospectus and the present complaint was filed after about 7 years. The prospectus

was issued by the petitioner on 17th July, 1996 and the complaint was filed on 7th

May, 2002.

Crl. MC No.1997/2009 Manjit Jaju V Registrar of Companies NCT of Delhi & Haryana Page 1 Of 4

3. A perusal of Section 468 Cr.P.C would show that the period of limitation for

taking cognizance of offence where the punishment prescribed under law for offence

was a term of one year imprisonment but not exceeding three years imprisonment,

was three years. The starting point of limitation as prescribed under 468 Cr.P.C is

either the date of commission of offence or the date of knowledge of commission of

offence which ever was later.

4. The plea taken by the petitioner that the period of limitation has to be counted

from the date of issuance of prospectus is a baseless plea. The offence under Section

63 of the Companies Act stands committed when prospectus containing untrue

statement is issued and offence under Section 468 of the Companies Act is

committed if the return, report, balance sheet, prospectus, the statement etc. issued

by the company are found to contain untrue statements or false material or such

vital material is omitted which has bearing. Both the offences are punishable with

imprisonment upto two years and/or with fine. Thus, the period of limitation for both

the offences is three years. However, the limitation would start from the date when

Registrar of Companies acquired knowledge about false statement. The process of

issuing prospectus or filing of balance sheet, statements, certificate cannot be a

starting point of limitation as by such an act, the Registrar of Companies would not

come to know whether the statement made in the prospectus was a false statement

or truthful statement. Unless it is brought to its knowledge by the affected persons

or an enquiry is held by Registrar of Companies about the truthfulness, the

knowledge that the statement was false cannot be attributed to the Registrar of

Companies. When the Registrar of Companies acquired knowledge about the false

statement cannot be gone into by this Court under Section 482 Cr.P.C as it involves a

probe into the facts. When a complaint is filed before the Court of Magistrate under

Section 63 and 628 of the Companies Act, the Court of Magistrate is supposed to

take cognizance of the offence on the basis of allegations made in the complaint.

Whether the complaint was filed within period of limitation is a matter of evidence.

Crl. MC No.1997/2009 Manjit Jaju V Registrar of Companies NCT of Delhi & Haryana Page 2 Of 4 This Court in Bhupinder Kaur Singh & Ors v Registrar of Companies 142(2007) DLT

277 considered this question and observed as under:-

"11. Coming to the question of limitation, again this is a mixed question of law and fact. As mentioned above, falsity/misstatement in the prospectus can be proved by showing that funds were utilized ultimately for some other purpose, which event would happen subsequently and only when this is brought to the notice of the complainant and the complainant gets knowledge thereof that the period of limitation would run. {See "Rajshree Sugar (supra); Anita Chadha v.Registrar of Companies, 96 (1999) Company Cases 265; Thomas Philip v. Asst. Registrar, being Crl.M.C. No. 4113/2002 decided by the High Court of Kerala; Manganese Ore (India) Ltd. v. Municipal Council through its Chief Officer, Uttarwar, MANU/MH/0613/2002; and State of Rajasthan v. Sanjay Kumar and Ors., (1998) 5 SCC 82}.

Therefore, at this stage the complaints cannot be thrown out on the ground of limitation and this is the issue which will have to be decided by the trial court after the evidence is led by the parties. Discussion upto this stage would take care of Crl. M.M. No. 3241/2002 which pertains to the criminal complaint No. 698/2002."

5. The learned counsel for the petitioner relied on L.B. Singh, Dr. v Registrar of

Companies NCT of Delhi & Haryana & Anr. 2009(111) DRJ 204 and Sonai Hotels &

Another v ROC 2009 109DRJ 545 both given by the same Bench. Both these

judgments are per curium and in these judgments the decision of this Court in

Bhupinder Kaur Singh (supra) was not considered at all. With due regard to the

Single Judge, under Section 482, the Court cannot enter into an inquiry and cannot

decide the disputed questions of facts. Disputed questions of facts can only be

decided during trial. The power under Section 482 Cr.P.C is to be exercised very

sparingly and only where the trial court had acted in gross illegality. Where the trial

Crl. MC No.1997/2009 Manjit Jaju V Registrar of Companies NCT of Delhi & Haryana Page 3 Of 4 court had not even gone into the issue of limitation and the facts are yet to be

proved, this Court cannot go into the issue of limitation, since the limitation is a

mixed question of law and facts, and quash the complaint.

6. I, therefore, consider that the judgments relied upon by the counsel for the

petitioners are of no help to the petitioner. The petition is hereby dismissed. The

petitioner, however, would be at liberty to raise the issue of limitation before the trial

court during the trial.

7. The petition stands dismissed.

August 25, 2010                                           SHIV NARAYAN DHINGRA, J
rd

Crl. MC No.1997/2009 Manjit Jaju V Registrar of Companies NCT of Delhi & Haryana Page 4 Of 4