SANJAY SURI Vs. STATE

JUDGEMENT

(1.) By this common judgment, I shall dispose of all the three petitions referred above.

(2.) Petitioner No. 1 and 3 are the Managing Director and Director respectively of petitioner No. 2, Dr. Morepen Ltd. (hereinafter referred to as the "company"). Vide its letter dated 7th June, 2005, Ministry of Company Affairs directed inspection of books of accounts and other records of the company. Pursuant thereto, inspection was carried out by Deputy Registrar of Companies for the period from 11th July, 2001 to 30th September, 2004, on various dates starting from 10th October, 2005 and the inspection continued up to 10th March, 2006. During the course of inspection, it was noticed that the company had acquired 8,86,716 shares of Total Care Limited on 8th March, 2003 and since the aforesaid shares constituted 95% of the total paid up capital of M/s Total Care Limited. In terms of provisions of Section 212(1) of Companies Act, 1956, M/s Total Care Limited thereby became subsidiary of the company w.e.f that date and accordingly balance sheet of Total Care Limited for the period subsequent to 8th March, 2003 ought to have been attached alongwith the Balance Sheet of the company. The complaint under Section 212 (9) of Companies Act for contravention of Section 212(1) thereof was therefore filed by the respondent-Registrar of Companies against the petitioners and one Chander Shekhar N.K., another Director of the Company. It was alleged in the complaint that the contravention came to the knowledge of the complainant/respondent only on 24th May, 2006, the date on which the Inspection Report was received in the office of the complainant and, therefore, the complaint was within the prescribed period of limitation. As a matter of abundant caution, the complainant, however also filed an application under Section 473 of Code, for condonation of delay. The learned ACMM, Delhi having summoned the petitioners for the offence punishable under Section 212 (9) of Companies Act, in Crl.M.C. No. 531/2001, the petitioners are seeking quashing of the complaint on the ground that the complaint being barred by limitation and the delay in filing the complaint also not having been condoned by learned ACMM, the order of summoning the petitioners is bad in law.

(3.) In the complaint subject matter of Crl.M.C.No. 532/2009, the complaint has been filed under Section 212 (7) of Companies Act for contravention of Section 212 read with Schedule VI of Companies Act on the ground that during the course of inspection by Deputy Registrar of companies, it was found that it its Balance Sheet for the period ending 31st March, 2002, the company had not made proper disclosure in terms of Schedule VI of Companies Act since the company had given collateral security pursuant to order of this Court attaching its bank account to the extent of Rs. 6.24 crores, but the company had not made any provision in its Balance Sheet for the aforesaid contingent liability. This contravention, according to the complainant, came to its knowledge on 24th May, 2006 when the report of Deputy Registrar of Companies was received in its office.