DEBA PRASAD ROY Vs. STATE OF WEST BENGAL

JUDGEMENT

(1.) THE primary question raised in these applications under section 633 (2) of the Companies Act, 1956 is whether the petitioners actively concealed material facts from the annual report of SBI Home Finance limited (the company) for the financial years ended March 31,2000 and March 31, 2001. The Registrar of companies required the petitioners to show cause why penal action under section 628 read with section 211 should not be initiated against them. The petitioners have replied to the Registrar's letter of December 31, 2004, but upon apprehension that the Registrar may institute criminal proceedings, have applied to the Court seeking to be excused for the offence, if any, committed by them.

(2.) THE State Bank of India promoted the company and, along with some other banks and financial institutions held the entire paid-up capital of the company. For reasons not necessary to be gone into, the promoter who was in control through its officers as nominated directors of the company found the home finance business a different kettle of fish than the routine banking business and ran the company a ground. The company applied to the National housing Bank (NHB), the apex body controlling companies engaged in such business, for relaxation of the prudential norms relating to provisioning and capital adequacy applicable to the company. By a letter of April 7, 2000 the company sought divers exemptions and detailed a roadmap that the company proposed to follow during the financial years 1999-2000 to 2003-2004. In the synopsis appended to the letter of April 7, 2000, the company indicated that it proposed to infuse capital for the year 2000-2001: Rs. 25 crore by way of equity and a further Rs. 25 crore by issuing preference shares.

(3.) A reminder followed from the company to NHB on April 17, 2000 recording discussions and of NHB having required the company to make further provisioning of about Rs. 9 crore mainly on account of higher provisioning requirement for the existing Non-Performing Assets (NPAs ). The company agreed in such letter that there was need for further finance as suggested by nhb but sought exemption on that score for the year 1999-2000.