ARUN KUMAR AGARWALA Vs. UNION OF INDIA

JUDGEMENT

(1.) Heard learned counsel for the petitioners and learned counsel appearing for the Union of India.

(2.) The present application has been filed seeking quashing of the order dtd. 27/4/2011 in Complaint Case No. 65(C) of 2011 passed by the learned Special Court, Economic Offences, Patna whereby cognizance has been taken of the offences under Ss. 159 and 162(1) of the Companies Act, 1956 against the petitioners.

(3.) Learned counsel for the petitioner submits that from submissions made hereinafter, it would manifest that the said complaint case was instituted maliciously by the Registrar of the Companies. It is further submitted that the Registrar despite being aware of the entire fact that the Company in question had already merged with another Company which had sanction of the Hon'ble Jharkhand High Court still proceeded to institute the present complaint. It is next submitted that opposite party filed a complaint against the petitioners before the learned Special Court, Economic Offences, Patna under Ss. 159 and 162(1) of the Companies Act, 1956 alleging therein that the petitioners have not filed the balance sheet and profit and loss account of the Company for the year 2009-2010 before the office of the Registrar of the Companies, Bihar and Jharkhand, Patna. It is also submitted that in pursuance of the aforesaid complaint, cognizance came to be taken. It is further submitted that the Company in question in the present complaint is M/s Satyam Ferro Tech Limited bearing Registration No. 03-9902 having its registered office at Giridih, Jharkhand. It is next submitted that petitioners also are Directors of one another Company, namely, Shivam Iron and Steel Company Limited having its registered office at Kolkata, West Bengal. It is also submitted that the accused Company was not operative for last several years and thus the petitioners felt the need of merging the accused Company with the Company, namely, Shivam Iron and Steel Company Limited. It is further submitted that after observing all the formalities a company petition under the Companies Act, 1956 being Company Petition No. 03 of 2008 was filed before the Hon'ble Jharkhand High Court at Ranchi under Ss. 391(1) and 394 of the Companies Act, 1956. It is next submitted that the complainant was also furnished a copy of the said petition filed before the Hon'ble Jharkhand High Court in connection with amalgamation of the accused Company with Shivam Iron and Steel Company Limited vide letter dtd. 5/2/2009, as would be evident from Annexure-2 to this application. It is also submitted that the complainant also gave his no objection to the dissolution of the accused Company in course of its merger with Shivam Iron and Steel Company Limited thereafter the Hon'ble Jharkhand High Court vide order dtd. 28/8/2009 allowed the Company Petition No. 03 of 2008 and sanctioned the scheme of merger w.e.f. 1/4/2007.