Final Order 11

Order Details: COPY OF ORDER
Pdf Text: CT. CASES 2443/2023 THE REGISTRAR OF COMPANIES VS. M SONS EXIM PRIVATE LTD 1 / 4
26 CT. CASES 2443/2023
THE REGISTRAR OF COMPANIES VS.
M SONS EXIM PRIVATE LTD
21.02.2026
PRESENT: None for complainant.
None for respondents.
Submissions were already heard. Record perused.
The present complaint has been filed under Section 450
of Companies Act, 2013 for contravention under Section 101 of
Companies Act, 2013. It is submitted that accused No.1 is liable for
F.Y. 2014-15 to F.Y. 2017-18, accused No.2 is liable for F.Y. 2014-15
to F.Y. 2017-18 and accused No.3 is liable for F.Y. 2017-18.
It is alleged that despite clear mandate as provided for
in the provisions of the Companies Act, the company failed to give
notice of AGM to 08 corporate members and Sh. Inder Singh. It is
stated that in Annual Return for the year 2014-2015 to 2017-2018
filed by the company, it is mentioned that only 02 shareholders are
entitled to attend the meeting. Further, as per there annual returns,
shares of the company are held by 08 corporate members as well as
Sh. Amarjeet Singh Chawla and Ms. Gurneet Chawla and company
is not recognizing any associations of Sh. Inder Singh with the
company. Hence, company has violated provision of Section 101 of
the Companies Act, 2013.
The case of the complainant is that for each of the
financial year i.e. 2014-15 to 2017-18, the statutory requirement to
give notice of not less than 21 days before calling a general meeting
of the company has not been complied with.
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CT. CASES 2443/2023
	THE REGISTRAR OF COMPANIES VS. M SONS EXIM PRIVATE LTD 2 / 4
At this stage, the Court is concerned with an issue as to
whether the present complaint is maintainable as the same is filed
against the accused persons for committing more than three offences
in different financial years, despite the fact that the offence
committed is identical in nature.
Whether a single complaint can be maintained which
clubs together multiple offences of the same kind, allegedly
committing in different financial years over a span of several years in
view of the limitation contained in the provision of the Code of
Criminal Procedure (Cr.P.C) dealing with joinder of charges and joint
trial for offences of the same kind.
It is noted that the complaint, as presently filed, is
vague as to whether each financial year is alleged as a separate and
distinct offence or whether the entire span of years is treated is a
single continuing offence, and that such lack of clarity causes serious
prejudice to the accused(s) at the very threshold.
In this regard, it is relevant to refer to section 223 of
Cr.P.C which is reproduced as under:
Section 223 of Cr.P.C
What persons may be charged jointly.
The following persons may be charged and tried together,
namely –
(a) persons accused of the same offence committed in the
course of the same transaction;
(b) persons accused of an offence and persons accused of
abetment of, or attempt to commit, such offence;
(c) persons accused of more than one offence of the same
kind, within the meaning of Section 219 committed by them
jointly within the period of twelve months;
(d) persons accused of different offences committed in the
course of the same transaction;
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CT. CASES 2443/2023 THE REGISTRAR OF COMPANIES VS. M SONS EXIM PRIVATE LTD 3 / 4
(e) persons accused of an offence which includes theft,
extortion, cheating, criminal misappropriation and persons
accused of receiving orretaining, or assisting in the disposal
or concealment of, property possession of which is alleged to
have been transferred by any such offence committed by the
first-named persons, or of abetment of or attempting to
commit any such last- named offence;
(f) persons accused of offences under Sections 411 and 414 of
the Indian Penal Code (45 of 1860), or either of those
sections in respect of stolen property the possession of
which has been transferred by one offence;
(g) persons accused of any offence under Chapter XII of the
Indian Penal Code (45 of 1860), relating to counterfeit coin
and persons accused of any other offence under the said
Chapter relating to the same coin, or of abetment of or
attempting to commit any such offence; and the provisions
contained in the former part of this Chapter shall, so far as
may be, apply to all such charges:
Provided that where a number of persons are charged with
separate offences and such persons do not fall within any of
the categories specified in this section, the [Magistrate or
Court of Session] may, if such persons by an application in
writing, so desire, and [if he or it is satisfied] that such
persons would not be prejudicially affected thereby, and it is
expedient so to do, try all such persons together.
Section 219 of the Cr.P.C allows for the joint trial of
upto 03 offences of the same time committing within 12 months
provided they are punishable under the same Section of the IPC or
Special/local laws, to promote efficient justice, however only such of
those offences as fall within a span of 12 months and are not more
than the statutorily permitted number, can be clubbed and tried
together in one trial against the same accused.
In the present case, as regards accused no.1 & accused
no.2, the alleged offences spans from F.Y 2014-15 to F.Y 2017-18 i.e
over about four years and as regards accused no.3, there is one
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CT. CASES 2443/2023
	THE REGISTRAR OF COMPANIES VS. M SONS EXIM PRIVATE LTD 4 / 4
financial year default. In the present complaint the language used
proceeds financial year-wise and appears to treat each financial year
as a distinct head of liability, though without clearly stating whether
each is alleged as a separate offence or whether the complaint is
premised on one continuing default. This lack of clarity is material,
as the classification directly impacts the application of the relevant
provisions of Cr.P.C. Thus, if the complaint is understood as alleging
distinct offences for each financial year, Section 223 of Cr.P.C does
not allow clubbing of all the year-wise heads of charge into a single
trial for accused no.1 and 2 as the ‘12 months’ requirement is not
satisfied.
As the offence has not been committed within a period
of 12 months, the same cannot be considered to be under clause (c)
of section 223 of Cr.P.C. As the Code of Criminal Procedure 1973
does not permit the joining of trial of more than three offences,
allegedly committed in four financial years by the accused persons
herein, the present complaint is not maintainable and hence is
dismissed as same has not been filed as per the provisions of Code of
Criminal procedure 1973.
The file be consigned to Record Room after due
compliance.
(RENU CHAUDHARY)
ACJM: (SPECIAL ACTS): CENTRAL
THC: DELHI: 21.02.2026
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