SHASHIKANT PATEL Vs. REGISTRAR OF COMPANIES

JUDGEMENT

(1.) The present petition, under Sec. 482/528 of the Code of Criminal Procedure, 1973/B.N.S.S., has been preferred by the petitioner for quashment of criminal proceedings as well as the order of taking cognizance against the petitioner for the offence under the provisions of Sec. 92 and 99 of the Companies Act, 2013 ("Act of 2013") registered as Criminal Case No.1487 of 2015 before the Court of Chief Judicial Magistrate, Gwalior.

(2.) Short facts necessary for adjudication of the present controversy are that on 4/12/1991, M/s. Plethico Pharmaceuticals Private Limited was incorporated as private limited company under the Act of 1956 having its Corporate Identification No.L-24232-MP-1991-PLC- 006801 and was having registered Office at A.B. Road, Manglia, Indore (M.P.) and later on, it was converted into a Limited Company. The respondent/Complainant had filed a complaint dtd. 27/2/2015 before the Court of learned Chief Judicial Magistrate, Gwalior against the present petitioner, who was Managing Director at the relevant of point of time, alleging that the petitioner alongwith other accused persons had failed to hold its Annual General Meeting (AGM) and prepare its Annual Return with the respondent/complainant's Office for the financial year ending December, 2013, for which according to the provisions of Sec. 92 and 95 of the Act of 2013, the present complaint 27/2/2015 has been filed. Aggrieved by the aforesaid complaint, the present petition has been filed.

(3.) Learned counsel for the petitioner had submitted before this Court that the learned Court below, without due application of judicial mind, had taken cognizance upon the impugned criminal complaint filed by the present respondent against the petitioner, which deserves to be quashed on the ground that company had to file the Annual Return within 60 days from the date of Annual General Meeting (AGM) or in case, no AGM is held, the due date on which the said meeting should have been held in such manner and prescribed as per Sec. 403 of the Act of 2013, so also the company has to hold its AGM for each financial year within six months from the closure of the financial year under Sec. 96(1) of the Act of 2013 and if company files Annual Return before the expiry of the period specified under Sec. 403 of the Act of 2013 (i.e. 380 days after expiry of 60 days) then the company and the Officers in default shall be liable for imprisonment upto 06 month or fine of Rs.50,000.00 to Rs.5,00,000.00 or both under Sec. 92(5) of the Act of 2013, but herein case, the actual date for conducting the annual general meeting was 26/12/2013 and the due date for filing the Annual Return thus was 23/2/2015 (i.e. 26/12/2014 + 60 days) and with additional fee under the provisions of Sec. 403 of the Act of 2013, it was 20/11/2015 (i.e. 23/2/2015 + 270 days) and a complaint alleging non-compliance could have been filed only after 20/11/2015 but the present complaint has been filed on 27/2/2015 which as per Sec. 403 of the Act of 2023 being pre- mature deserves to be quashed. It was thus prayed that the present petition be allowed by quashing the criminal proceedings as well as the order of taking cognizance against the petitioner by the Court of Chief Judicial Magistrate, Gwalior.