GIRIDHARAN Vs. DEPUTY REGISTRAR OF COMPANIES

JUDGEMENT

(1.) The petitioner has filed this petition to call for the records and quash the proceedings here in E.O.C.C.No.271 of 2015, pending on the file of the Learned Additional Chief Metropolitan Magistrare, E.O-II, at Egmore, Chennai

(2.) The facts leading to the present round of litigation is that the first accused Company, viz., M/s.Edserv Softsystems Limited, of which A2 and A3 are the Directors. The petitioner herein who is before this Court is A2. The respondent herein had filed a complaint for non-compliance with Sec. 149 of the Companies Act, 2013 which mandates that the accused Company should have appointed atleast one women Director as on 1/4/2015. Against the said complaint, the petitioner has come before this Court to quash the same.

(3.) The case of the petitioner is that before filing of the complaint by the respondent, company petition was filed on 6/2/2013 by India Factoring and Finance Solutions Private Limited, Mumbai for winding up of the company and also for appointment of Official Liquidator to take charge of the affairs of A1 Company and this Court has also passed an order for winding up of the accused Company. While being so, the allegation made in the year 2015 that the petitioners have violated Sec. 149(1) of the Companies Act, 2013 is wholly unsustainable. In terms of above said provision, woman Director should be appointed between 1/4/2014 and 31/3/2015. However, before the above said period, this Court had ordered winding up of the company and appointed Official Liquidator to take charge of the accused Company. Further the respondent stated in the complaint that no reply was received for the Show Cause Notice, which was issued on 1/7/2015 against the Company. It is the case of the petitioner that without having knowledge of the winding up order, the respondent claims to have issued the Show Cause Notice to the accused Company and therefore, the allegation that no reply was made to the show cause notice issued, as levelled against the petitioner is baseless and, hence, prays for quashment of the same.