M.SHANMUGHA VADIVEL Vs. ASSISTANT REGISTRAR OF COMPANIES

JUDGEMENT

(1.) THE three former directors of the Company M/s. Teak Tex Processing Complex Ltd., P.B. No:501, Kanjikode, Palakkad, have filed these petitions to quash the complaint filed by the respondent under various provisions of the Companies Act.

(2.) COMPLAINTS were filed by the Assistant Registrar of Companies, Kerala. In S.T. No:293/2006, which is the subject matter of Crl.M.C. No:1286/2007, the allegation against the petitioners is that they committed offence under section 383 A of the Companies Act. It is alleged that the petitioners, being the Directors of the Company, by not appointing a qualified Secretary, violated the provisions of Section 383 A of the Act. It was stated that at the time of inspection it was revealed that the paid up share capital of the Company as on 31.03.2001 was Rs.21,23,80,000.00. But the Company had not appointed a Whole Time Company Secretary. The allegation is that every Company having a paid up share capital of Rs.2 crores and above is bound to have a Whole Time Company Secretary, having qualification prescribed by Rule 2 of the Companies (Appointment and Qualification of Secretary) Rules 1988.

(3.) CRL .M.C. No:1281/2007 is filed by A2 to A4, challenging the cognizance taken and process issued against them in S.T. No:129/2006, which also arose out of the complaint filed by the Assistant Registrar of Companies, Kerala. There, the allegation is that the Annual General Meeting was not held for the year 2004 or if the Annual General Meeting was not held as on the latest day on or before which that meeting should have been held in that year in accordance with the provisions of the Act, a statement should be filed. The accused failed to file any such statement/Annual Return relating to the said year. Thus, it is contended that the petitioners are liable to be punished for offence under section 159 r/w 162 of the Act.