Interim Order 15

Order Details: COPY OF ORDER
Pdf Text: CT. CASES 2343/2023
	THE REGISTRAR OF COMPANIES VS.
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M SONS EXIM PRIVATE LTD
36 CT. CASES 2343/2023
THE REGISTRAR OF COMPANIES VS.
M SONS EXIM PRIVATE LTD
09.04.2026
PRESENT: Sh. P. Ravi Kiran, AROC alongwith Sh. Brij Lal
Belwal, MTS for the complainant.
Sh. Nitin Agnihotri, Ld.Proxy Counsel for complainant.
None for respondents.
1. Matter is listed for orders.
2. Arguments were already heard on maintainability by both the
parties on LDOH. Written submissions filed on behalf of
respondents perused.
3. Ld. Counsel for respondents submitted that the present
complaint is not maintainable as it clubs together multiple
offences of the same kind pertaining to multiple financial years
which is a violation of the relevant provisions of Cr.P.C. Ld.
Counsel has further contended that default, if any, in respect of
one F.Y. is complete and distinct from the default of another
F.Y. On that basis, it is argued that each year constitutes a
separate offence, and joinder of such alleged offence in one
complaint is impermissible beyond the limits contemplated U/s
219 Cr.P.C.
4. Per contra, Ld. Prosecutor has raised objections to the
contentions of Ld. Counsel stating that the present complaint
is maintainable and the respondents ought to be summoned to
proceed further in the case. It is stated that the obligation U/s
303 (2) of the act is statutory and continuous in nature and the
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requirement is a continuing default so long as the statutory
requirement remains unfulfilled. It is also submitted that the
complaint cannot be dismissed at the threshold merely on the
ground that the allegations relate to more than one financial
year, especially when the gravemen of accusation is persistent
and continuous non-compliance with a statutory requirement.
The complainant accordingly submits that the objection
pertains, at the highest, to the mode of trial and not to the very
institution of the complaint.
5. Records perused.
6. An objection is raised as to the maintainability of the complaint
filed U/s 303 (3) of the Companies Act, 1956 alleging
contravention of Sec. 303 (2) by the Company and its director.
The objection is that the alleged default for each F.Y. 2014-
2015 to 2017-2018 constitutes a distinct and independent
offence and, therefore, the present complaint is barred by the
provisions of Sec. 219 to 223 of Cr.P.C.
7. Sec. 303 (2) of the Companies Act requires the company to
send to the Registrar a return in the prescribed form containing
the particulars specified in the said register and a notification
in the prescribed form of any change among its Directors,
Managing Directors, Managers or Secretary, specifying the
date of the change, within 30 days from the happening thereof.
The complainant alleges that respondent company has failed
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to file the resignation of its directors namely Sh. Laxman
Madan and Sh. Inder Singh with the registrar in Form-32
thereby violating Sec. 303 (2) of the act. The issue raised at
this stage, is not the guilt/innocence of the respondents but
whether the complaint is inherently not maintainable on
account of clubbing together of the offence for multiple F.Ys
in a single complaint.
8. In the present case, the gravemen of accusation is continuing
non compliance with the statutory duty U/s 303 (2) of the Act
send to the registrar a notification in the prescribed form, the
change among its directors within the stipulated period. Such
a default is not completed in a single date in the manner of the
one-time Act, it persists so long as the statutory obligation
remains unfulfilled. Consequently, the plea that each F.Y.
necessarily constitutes an entirely separate offence, so as to bar
the complaint at the threshold, cannot be accepted in the facts
of this case. Therefore, at this stage, the complaint cannot be
thrown out merely because the allegations cover multiple
F.Y’s.
9. At this stage, the court is concerned with the nature of the
allegation as disclosed in the complaint. The accusation is not
of isolated and self contained acts committed afresh on specific
disconnected dates alone, but of failure to comply with the
continuing statutory obligation to send notification to the
registrar notifying any change among its directors etc within
stipulated period. Where the statute requires sending such
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notification, can legitimately be alleged as a subsisting and
continuing default so long as the statutory requirement remains
unrectified. In such a situation, the mere fact that the complaint
refers to several F.Ys does not necessarily convert the
prosecution into one that is barred by Sec. 219 to 223 Cr.P.C.
Such differentiation in period of alleged liability does not
render the complaint itself not maintainable. Sec. 220 to 223
Cr.P.C also do not assist the respondents at this preliminary
stage, Those provisions deal with contingencies in which
charges may be tried together and with the person who may be
jointly tried. They are provisions regulating the mode of trial
and joinder, they do not warrant rejection of the complaint at
the inspection where the complaint discloses an alleged
continuing statutory non compliance by the company and its
officers.
10.In view of the abovementioned discussions, this court is of the
view that the objection U/s 219 and 223 Cr.P.C is not
sustainable as a ground to dismiss the complaint
in limine.
Hence, the preliminary objection, raised by the respondent is
dismissed and the complaint shall proceed in accordance with
law. It is clarified that the respondents are at liberty to raise all
permissible defences, at the appropriate stage of the
proceedings.
11.The present complaint has been filed by Sh. Shravan Kumar,
AROC being Public Servant while discharging his duties as
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Public Servant and as such his examination under Section 200
Cr.P.C is dispensed with.
12.From the perusal of the entire material available on record, this
court is of the considered view that prima facie offence U/s
303(3) of Companies Act, 1956 for contravention under
Section 303(2) of Companies Act ,1956 is made out against the
accused company and accused no.2 who was Principal Officer
at the time of the alleged violation and they were responsible
for compliance of the provisions of The Act. Thus, the
undersigned takes cognizance of the said offence.
13.A detailed summoning order is not being passed in compliance
of the order of the Apex Court in
'Bhushan Kumar & Anr. v.
State (NCT of Delhi) & Anr' (2012) 5 SCC 424. Accordingly,
let summons be issued to accused Nos.1 and 2 through SHO
PS Subzi Mandi for next date. Complainant is directed to
collect
dasti copy of additional summons for service upon the
accused(s) and to file report on the next date.
Be listed for further proceedings on 06.08.2026.
(RENU CHAUDHARY)
ACJM: (SPECIAL ACTS): CENTRAL
THC: DELHI: 09.04.2026
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