Section 629A

 

PENALTY WHERE NO SPECIFIC PENALTY IS PROVIDED ELSEWHERE IN ACT

[1998] 91 COMP CAS 312 (KAR.)

HIGH COURT OF KARNATAKA

Anantha R. Hegde

v.

Capt. T.S. Gopalakrishna

M.P. CHINNAPPA, J.

CRIMINAL PETITION NOS. 2554, 2555, 2556, 1241, 1379 AND 1703 OF 1995

APRIL 15, 1996

Udaya Holla for the Petitioners.

JUDGMENT

M.P. Chinnappa, J.—The petitioners are the shareholders/members of the Bangalore Stock Exchange Limited (hereinafter referred to as "the stock exchange"), the premier Stock Exchange of Karnataka. The board of directors of the stock exchange which is known as the council of management consists of 13 directors, six directors elected by the members of the Bangalore Stock Exchange, three directors are public representatives and three are nominated by the Securities and Exchange Board of India, which is a Government of India organisation. The respondent herein was a director of the stock exchange. Due to various misdeeds committed by the respondent, he was removed from the directorship of the stock exchange by an overwhelming majority of the members of the stock exchange at the annual general meeting held on November 19, 1994. Ever since then, it is alleged that he has been filing false and frivolous suits, writ petitions, criminal complaints, against the stock exchange and he is trying to destroy the stock exchange, its directors as well as its members. It is further alleged by the petitioners that the respondent herein in furtherance of his evil designs to destroy the stock exchange, coerced some of the members into signing a notice calling for an extraordinary general meeting of the stock exchange for removal of the president and treasurer of the stock exchange. Thereafter, some of the members realising that it is not in the interest of the stock exchange as well as its members, to requisition any such an extraordinary general meeting, withdrew the requisition. The notice given by the requisitionists was considered by the board of the stock exchange, but by that time the number of members supporting the requisition had fallen short of the mandatory requirement of section 169 of the Companies Act, 1956 (hereinafter referred to as "the Act"). In view of the same, the board of directors of the stock exchange refused to call the extraordinary general meeting, in respect of which the respondent along with a few of his men, convened the extraordinary general meeting of the stock exchange illegally. In view of the same, some of the petitioners filed original suits before the City Civil Court, Bangalore, for a declaration that the notice convening the extraordinary general meeting on April 8, 1995, is illegal and for other reliefs. The said suits are pending consideration.

The petitioners further submit that the respondent herein with the sole intention of harassing the petitioners has filed private complaints in the Court of Economic Offences, Bangalore, under section 200 of the Criminal Procedure Code. The respondent was examined by the learned Magistrate and his sworn statement was recorded. The learned Magistrate took cognizance under section 169 of the Act and directed issue of summons to the petitioners. The allegations made in the complaints are false and frivolous in nature and is in abuse of the process of court. According to them, the complaints were filed with the sole intention of harassing the petitioners herein. Those complaints came to be filed only on the statements made by the petitioners in the plaints and also affidavits filed in support of the I. As. The suits are pending consideration before the City Civil Court, Bangalore. According to the respondent, the statements made therein are false and are made with an oblique motive and therefore, the respondent claims that the petitioners have committed offences under section 629 of the Act on giving false evidence in the plaints and affidavits of the suits referred to above. Therefore, the petitioners approached this court under section 482 of the Criminal Procedure Code, to quash the entire proceedings pending before the Economic Offences Court of Bangalore.

With this prelude it is now necessary to refer to the specific criminal petitions filed before this court. Cr. P. No. 2554 of 1995 is filed to quash the entire proceedings in P.C. No. 494 of 1995, which is pending in C.C. No. 1459 of 1995. C.C. No. 1459 came to be filed by the respondent against Ananth R. Hegde on the allegation that he has filed O.S. No. 10348 of 1995, on the file of the City Civil Judge, Bangalore, for a declaration that the notice convening the extraordinary general meeting of the stock exchange by defendants Nos. 1 to 9 on April 8, 1995, is illegal, invalid and void and also for the consequential relief of injunction, etc. In that complaint, the complainant has specifically stated that the plaintiff therein made false statements to the effect that due to various misdeeds committed by him the members of the stock exchange removed him from the office of the director of the stock exchange. He is trying to destroy the stock exchange by various methods. He has failed to abide by the decision of the council of management. Defendant No. 1 in furtherance of his design to destroy the stock exchange has coerced and forced some of the members to sign the notice for passing an extraordinary general meeting. The defendant in furtherance of his evil designs to destroy the stock exchange has coerced and forced some of the members to sign a notice to call the extraordinary general meeting. Certain members whose signatures were obtained by coercion or misrepresentation withdrew. The Registrar of Companies who is the administrative authority on the administration of the company law in the State of Karnataka came to the definite conclusion that there is no valid requisition under law. Though the requisition initially contained 15 signatures, admittedly certain signatures were obtained under force or misrepresentation and were withdrawn. Defendants Nos. 3, 4, 5 and 7 were suspended from the stock exchange for a limited period on account of their not filing their audited accounts with the stock exchange as required under the rules of the stock exchange. According to the defendants, these allegations made in the complaint are false and he has misrepresented to the court with an intention to obtain an order of injunction, thereby he has committed an offence punishable under section 629 of the Act. As against the order passed by the learned Magistrate, taking cognizance of the case, the accused/petitioner filed Crl. P. No. 2554 of 1995.

One U.B. Maiya filed O.S. No. 2184 of 1995, against the respondent and nine others for a declaration that the notice convening the extraordinary general meeting of the stock exchange by defendants Nos. 1 to 9 on April 8, 1995, in terms of the notice dated March 14, 1995, is illegal, invalid and void and for other consequential reliefs. On the basis of this, the respondent filed PCR No. 493 of 1995, which is now registered as C.C. No. 1467 of 1995 on the allegation that he has made false averments and he has also specifically mentioned the averments and those averments are similar to those ones stated above. As against taking cognizance of the complaint by the Magistrate, the accused petitioner filed Crl. P. No. 2555 of 1995.

The respondent herein filed a complaint in P.C. No. 356 of 1995, before the Special Court (Economic Offences), Bangalore, under section 200 of the Criminal Procedure Code, which is now pending in C.C. No. 1253 of 1995. In that complaint the respondent has made an allegation that one Sri Nitin C. Shah, a member of the stock exchange, had challenged the notice convening the extraordinary general meeting to be held on April 8, 1995 in O.S. No. 2185 of 1995, before the City Civil Judge. In that suit he was made defendant No. 10. It is further alleged that the accused, Ramachandra, as the executive director of the exchange, filed an affidavit supporting the plaintiff's prayer in the suit. In the said suit he had intentionally sworn to a false affidavit. On that ground he claims that the accused has committed an offence punishable under section 629 of Act. The learned Magistrate has taken cognizance of the case and he had directed to issue process. That order is questioned in this petition, numbered as Crl. P. No. 1703 of 1995.

Crl. P. No. 1241 of 1995 was preferred by K.E.C. Raj Kumar who is one of the directors of the Bangalore Stock Exchange against the order passed by the Magistrate directing to issue process to the accused petitioner. The respondent has filed a complaint under section 200 of the Criminal Procedure Code, against the accused, K.E.C. Raj Kumar, and 11 others in PCR. No. 227 of 1995 now pending in C.C. No. 935 of 1995 alleging that the accused persons being directors of the stock exchange failed to convene a meeting as requisitioned by the shareholders and their failure to call the extraordinary general meeting under section 169(1) amounts to contravention of the provisions of section 169. Hence, all of them committed an offence under section 629A of the Act. After recording the sworn statement, the Magistrate has taken cognizance of the case and directed to issue process to the accused persons. That order has been questioned by this petitioner, K.E.C. Raj Kumar.

Crl. P. No. 1379 of 1995 was filed by all the six directors, viz., K. Ishwara Bhat, F. Mahaveerkumar, Venkatesh N. Murthy, S. Jayaraman, S.S. Naganand and V. Sreenivas Rao, against the order passed by the learned Magistrate directing issue of notice on the complaint filed by the respondent in C.C. No. 935 of 1995, on the allegations stated above.

Similarly, Crl. P. No. 2556 of 1995 is preferred against the order of the learned Magistrate taking cognizance in PCR. No. 542 of 1995 which is now registered as C. C. No. 1460 of 1995. That private complaint was filed by the respondent against P.K. Rungta and B.S. Venkatanarasaiah who are the members of the Arbitration Committee. Petitioner No. 1 is a chartered accountant practising at Bangalore. Petitioner No. 2 is a retired income-tax official. They were nominated as public representatives of the Arbitration Committee of the Bangalore Stock Exchange by the Securities and Exchange Board of India. The respondent has alleged in the complaint that these two petitioners have knowingly given a false report to counsel regarding auction of SBI shares and thereby they committed an offence under section 628 of the Act.

Heard learned counsel for the petitioners and the respondent who appeared in person. Perused the written arguments submitted by the respondent and also the materials produced in these cases.

At the very outset the respondent has vehemently argued that the contentions raised by the petitioners to quash the proceedings cannot be entertained by this court under section 482 of the Criminal Procedure Code. According to him, the learned Magistrate has taken cognizance of the case after being satisfied by the prima facie case made out by the complainants. Normally, the court should not interfere with the order passed by the Magistrate taking cognizance of the offence and issuing summons to the accused persons except in the rarest of rare cases. In support of his argument, he placed reliance on a decision in Mrs. Dhanalakshmi v. R. Prasanna Kumar [1990] Crl. L.J. 320, wherein it is held:

"Specific allegation in complaint disclosing ingredients of offence— Quashing of proceedings by High Court is illegal."

He also placed reliance on a decision in State of Haryana v. Ch. Bhajan Lal, AIR 1992 SC 604, wherein their Lordships have held as follows (headnote):

"In the following categories of cases, the High Court may in exercise of powers under article 226 or under section 482 of the Criminal Procedure Code, interfere in proceedings relating to cognizable offences to prevent abuse of the process of any court or otherwise to secure the ends of justice. However, power should be exercised sparingly and that too in the rarest of rare cases.

(1)    Where the allegations made in the first information report or the complaint, even if they are taken at their face value and accepted in their entirety do not prima facie constitute any offence or make out a case against the accused.

(2)    Where the allegations in the first information report and other materials, if any, accompanying the first information report do not disclose a cognizable offence, justifying an investigation by police officers under section 156(1) of the Code, except under an order of a Magistrate within the purview of section 155(2) of the Code.

(3)    Where the uncontroverted allegations made in the first information report or complaint and the evidence collected in support of the same do not disclose the commission of any offence and make out a case against the accused.

(4)    Where the allegations in the first information report do not constitute a cognizable offence but constitute only a non-cognizable offence, no investigation is permitted by a police officer without an order of a Magistrate as contemplated under section 155(2) of the Code.

(5)    Where the allegations made in the first information report or complaint are so absurd and inherently improbable on the basis of which no prudent person can ever reach a just conclusion that there is sufficient ground for proceeding against the accused.

(6)    Where there is an express legal bar engrafted in any of the provisions of the Code or the concerned Act (under which a criminal proceeding is instituted) to the institution and continuance of the proceedings and/or where there is a specific provision in the Code or the concerned Act, providing efficacious redress for the grievance of the aggrieved party.

(7)    Where a criminal proceeding is manifestly attended with mala fides and/or where the proceeding is maliciously instituted with an ulterior motive for wreaking vengeance on the accused and with a view to spite him due to private and personal grudge.

Where allegations in the complaint did constitute a cognizable offence justifying registration of a case and investigation thereon and did not fall in any of the categories of cases enumerated above, calling for exercise of extraordinary powers or inherent powers, quashing of first information report was not justified."

Further, he also relied on a decision in Union of India v. B.R. Bajaj, AIR 1994 SC 1256. Here also the Supreme Court following the decision rendered in State of Haryana v. Ch. Bhajan Lal, AIR 1992 SC 604, has held that treating the whole matter as though it was an appeal against the order of conviction was not permissible in exercising inherent power under section 482 particularly at the stage of the first information report when the same discloses commission of a cognizable offence which had still to be investigated thoroughly by the police.

He also submitted that the accused persons are entitled to request the learned Magistrate to drop the proceedings at any stage. Hence, the petitioners be directed to approach the Magistrate's court for necessary orders, and in support of his argument he placed reliance on a decision in [1992] 1 Comp Cas 170 (sic).

Per contra, learned counsel for the petitioners also mainly relied on the decision in State of Haryana v. Ch. Bhajan Lal, AIR 1992 SC 604, in support of his case and submitted that the cases filed by the respondent squarely come within the guidelines 1, 3, 5, 6 and 7. Therefore, he submitted that interference by this court is called for under section 482 of the Criminal Procedure Code.

Emphasising these arguments, he submitted that if the complaint is taken as a whole, no offence has been made out either under section 628, 629 or 629A of the Act. With these broad principles in mind, it is necessary to consider the cases on hand. It may also be mentioned that out of these six cases Crl. Ps. Nos. 2254 of 1995, 2255 of 1995 and 1703 of 1995 arise out of civil suits, reference to which I have already made above. It is advisable to bring these three cases into one group as they are arising out of the civil suits filed by them before the court. According to the complainant, the petitioner committed offences under section 629 of the Act which reads:

"If any person intentionally gives false evidence—

        (a)    upon any examination upon oath or solemn affirmation, authorised under this Act; or

(b)    in any affidavit, deposition or solemn affirmation, in or about the winding up of any company under this Act, or otherwise in or about any matter arising under this Act;

he shall be punishable with imprisonment for a term which may extend to seven years and shall also be liable to fine."

However, repelling the arguments of the respondent that section 629 has three limbs which will come within the purview of at least one of the limbs of section 629, learned counsel for the petitioners submitted that the offence alleged does not come under the Act. He emphasised that filing a false affidavit or making a false representation to the court does not amount to any offence under the Act. Section 629 attracts the offence only in commission or omission under the Act. The respondent further contended that the suits arise under the Act. Therefore, misrepresentation or false affidavit filed in the court are only in connection with the Act. Therefore, they have committed offences under the Act. This argument is unsustainable on two folds:

(a)        First of all, filing a civil suit in regard to company affairs is not prohibited. Therefore, it cannot be said that the petitioners committed an offence as they filed a suit for a declaration that the notice issued to convene the meeting is invalid and also to issue an injunction to restrain the respondent and others from convening the meeting on April 8, 1995; and

(b)        According to the allegation, the petitioners filed a false affidavit is also not covered by the Act (sic). Even accepting for the sake of arguments that they filed a false affidavit, it is not held by the court that the affidavits filed by the petitioners are false. From a perusal of the complaint it appears that it is only the surmise of the respondent that they filed false affidavits with an ulterior motive. Even if the court were to come to the conclusion ultimately that they made false statements, still the Act does not say that the court can take action. But only the Indian Penal Code is applicable, in the event the court comes to the conclusion that the petitioners have committed an offence under Chapter XI of the Indian Penal Code. In that event it is for the court to take action following the procedure as contemplated under section 340 of the Criminal Procedure Code. It is also clear that the affidavits filed in the civil court are not required to be filed under section 169 of the Act, and these affidavits are filed for the purpose of the suit, if any offence is committed, it is against the court and hence the court has to take action. Therefore, before the court decides that the averment made in the affidavit are false and the same is made with ulterior motive, etc., the deponents therein, cannot be prosecuted. Under these circumstances it is clear that the offence is not made out.

The respondent has vehemently argued that section 629 of the Act is a non-cognizable one as per section 624 and hence cannot be a matter of investigation by the police under section 156(3) of the Criminal Procedure Code, and in support of it, he also placed reliance on a decision in D.K. Raju v. K.V. Desinga Raju [1972] 42 Comp Cas 143 (Mad). As far as this position of law is concerned, there is absolutely no quarrel and it is also true that the offences alleged against the petitioners are only non-cognizable offences and the magistrate has rightly not referred it to the police.

He also submitted that was between the civil and criminal proceedings, the criminal matter should be given precedence and no hard and fast rule can be applied and in support of this contention, he also placed reliance on a decision in M.S. Sheriff v. State of Madras, AIR 1954 SC 397, wherein it is held by their Lordships of the Supreme Court that as between civil and criminal proceedings, the criminal matters should be given precedence. No hard and fast rule can be laid down but the possibility of a conflict of decision in a civil and criminal court is not a relevant consideration. On this ground he submitted that the magistrate need not wait till the final disposal of the civil suit to find out as to whether the petitioners have committed an offence under section 629 of the Act. He also placed reliance on a decision reported as Gopal Chauhan v. Smt. Satya [1979] Crl. LJ 446, wherein the Himachal Pradesh High Court has held that there cannot be any absolute proposition of law that whenever a civil proceeding is pending between the parties, criminal proceedings can never be proceeded with. There are many transactions which result in civil as well as criminal liabilities. Cheating, misappropriation and theft are undoubtedly transactions of this type. Therefore, simply because civil proceedings between the parties are pending, it cannot be said that the present proceeding cannot go on before the learned Magistrate. First of all, the offence alleged against the petitioners does not come under section 629 of the Act. On the other hand, if ultimately the court were to hold that the petitioners have committed any offence, it may come under the Indian Penal Code. Therefore, the complaint filed against the petitioners is not maintainable. He also placed reliance on a decision in Durvasa v. Chandrakala [1994] ILR Kar 2429, to repel the argument of learned counsel for the petitioners to the effect that the magistrate has taken cognizance after recording the sworn statement which is contrary to the provisions of law. He placed reliance on a decision recorded in S.H. Taralagatti v. Director-General, All India Radio [1994] ILR Kar 3478, wherein it is held that section 95 of the Criminal Procedure Code, deals with prosecution for contempt of lawful authority of public servants for offences against public justice or for offences relating to documents given in evidence. In such cases a written complaint of the public servant or the court as the case may be is required for taking cognizance. It would be illegal and without jurisdiction if cognizance is taken contrary to the provisions of this section. The objects of the law requiring a complaint from the court or authority concerned are: (i) to protect persons from criminal prosecutions by persons actuated by malice, hatred or ill-will; (ii) to insist on there being prosecution only when the interests of public justice render it necessary and to protect persons from prosecutions when public interest cannot be served; (iii) to protect persons from prosecutions on insufficient grounds and to ensure prosecution only when the court after due consideration is satisfied that there is a proper case to put a party on trial.

The respondent further claims that the main issue in the civil suit is based on the facts that the signatures of the signatories to the requisitions were coerced. He further contended that the petitioners have no locus standi to file the suit as they were not signatories. According to him, the persons who had withdrawn the signatures might have filed the suit and not these petitioners. Therefore, he contends that the suit itself is a false suit filed by the petitioners. This court cannot give a finding as to who should have filed the suit or whether the suits filed by the petitioners are maintainable or not. In these petitions, the court is concerned only with the allegations made in the complaint by the respondents. It cannot go into the question as to whether the civil suits are maintainable or not. He also contended that the documents produced in the civil court do not prove that the directors were coerced to put their signatures. According to him, the board of directors did not convene the meeting on the ground that before the meeting is convened, some of the signatories withdrew their signature and the requisite number of persons did not sign the requisition. Hence the meeting was not convened. This decision is not correct as the directors had no option but to decide to convene the meeting. In support of this argument he relied on a decision in Cricket Club of India Ltd. v. Madhav L. Apte [1975] 45 Comp Cas 574 (Bom). This decision will be discussed presently while dealing with another point of law. The respondent however contended that when an extraordinary general meeting was requisitioned properly, there was no alternative left for the board of directors but to call for the meeting. It may be mentioned here that as the board of directors failed to call for the meeting, the requisitionists issued notice to hold the meeting which constrained these petitioners to file a civil suit for declaration and injunction as stated above. However, no finding need be given by this court on this aspect as it is a matter for the civil court to decide in regard to the calling of the meeting by the board of directors when a requisition was made. The remedy is available under sub-section (6) of section 169 which reads:

"If the board does not, within twenty-one days from the date of the deposit of a valid requisition in regard to any matters, proceed duly to call a meeting for the consideration of those matters on a day not later than forty-five days from the date of the deposit of the requisition, the meeting may be called."

For the foregoing reasons, it is clear that none of the limbs of section 629 is attracted. When no offence is made out as held by their Lordships of the Supreme Court in Bhajan Lal's case, AIR 1992 SC 604, this court will have to interfere to avoid the abuse of process of the court. Having come to that conclusion of the court, the Criminal Petitions Nos. 2554 of 1995, 2555 of 1995 and 1703 of 1995, deserve to be allowed.

Criminal Petition No. 1241 of 1995, came to be filed by one K.E.C. Raj Kumar and Criminal Petition No. 1379 of 1995, has been filed by K. Ishwara Bhat and five others to quash the order passed by the learned magistrate in C.C. No. 935 of 1995. The complainant alleged in C.C. No. 935 of 1995, that the accused persons committed an offence by not convening the extraordinary general meeting as per the three requisitions deposited by the signatories thereby committing an offence punishable under section 169 and section 629 of the Act. According to section 169 of the Act, it is clear that on the requisition of such number of members of the company as is specified in sub-section (4), the board of directors shall forthwith proceed duly to call an extraordinary general meeting of the company. In this case, admittedly the complainant and others deposited three requisitions to convene the meeting of the board of directors. According to section 169, they should call for the meeting within 21 days from the date of deposit of a valid requisition. The petitioners contended that even 14 days from the date of deposit of requisitions, some requisitionists withdrew their signatures and hence the requisitions failed as the number of persons required to call an extraordinary general meeting fell short and the board of directors could not convene the extraordinary general meeting as requisitioned. Therefore, they submitted that no offence has been made out as against the directors of the company.

Per contra, the respondent has drawn my attention to the decision in Cricket Club of India Ltd. v. Madhav L. Apte [1975] 45 Comp Cas 574, wherein the Bombay High Court has held (headnote):

"The word or adjective 'valid' used in section 169 had no reference to the object of the requisition but rather to the requirements in that section itself. All that is required to be seen before the provisions of section 169(6) become applicable would be to consider whether the requisition deposited was in accordance with the provisions of section 169 as to its contents, the number of signatories and similar matters and it would not be open to the board of directors of a company to refuse to act on a requisition on the ground that although such requisition was in accordance with the requirements of section 169, it was otherwise invalid. The requisition in this case must be considered to be a valid requisition...

(c) As the requisition for the meeting satisfied the procedural and numerical requirements of section 169 of the Act, and was, therefore, valid the executive committee of the club would appear to be bound and liable to call the meeting as provided by the section."

From this decision, it is clear that when once a valid requisition is deposited, the board of directors are bound to call for the extraordinary general meeting and that the board of directors have no option but to decide to call the meeting on the ground that procedural and numerical requirements of section 169 of the Act are not satisfied. The question is, if the meeting is not convened, what is the consequence? That is provided under section 169(6) as follows:

"(6) If the board does not, within twenty-one days from the date of the deposit of a valid requisition in regard to any matters, proceed duly to call a meeting for the consideration of those matters on a day not later than forty-five days from the date of the deposit of the requisition, the meeting may be called—

        (a)    by the requisitionists themselves;

(b)    in the case of a company having a share capital, by such of the requisitionists as represent either a majority in value of the paid-up share capital held by all of them or not less than one-tenth of such of the paid-up share capital of the company as is referred to in clause (a) of sub-section (4), whichever is less; or

(c)    in the case of a company not having a share capital, by such of the requisitionists as represent not less than one-tenth of the total voting power of all the members of the company referred to in clause (b) of sub-section (4).

Explanation.—For the purposes of this sub-section, the board shall, in the case of a meeting at which a resolution is to be proposed as a special resolution, be deemed not to have duly convened the meeting if they do not give such notice thereof as is required by sub-section (2) of section 189."

From this it is clear that in the event of failure of the board of directors to convene the meeting, an alternative and efficacious remedy is provided under section 169(6) of the Act. In actual fact, the respondent and his fellow men had given a notice to call the meeting as contemplated under section 169 of the Act. Some of the directors filed suits to restrain the respondent and other persons from convening the meeting. Those suits are pending in the civil court. In those circumstances, it cannot now be said by this court as to whether the refusal of the board of directors to convene the meeting on the ground stated above is valid or not as it is for the civil court to decide. From the entire reading of section 169 of the Act, nowhere is it stated that if the board of directors refuse to convene a meeting, it would amount to an offence punishable under any provision of the Act, much less under section 629A of the Act. Section 629A provides for penalty where no specific penalty is provided elsewhere in the Act. From the wording of section 169, it can be gathered that the Legislature never intended that on failure of the board of directors to convene the meeting, it can be construed as an offence, as an alternative and efficacious remedy is provided under the Act. Therefore, I am of the considered view that learned counsel for the petitioners is right in his submission that no offence has been committed by the board of directors and the company need not convene the meeting, and therefore, the complaint is not maintainable. Under these circumstances, it is necessary to refer to State of West Bengal v. Swapan Kumar Guha, AIR 1982 SC 949; [1983] 53 Comp Cas 114, wherein it is held that if, on the other hand, the court on a consideration of the relevant materials is satisfied that no offence is disclosed, it will be the duty of the court to interfere with any investigation and to stop the same to prevent any kind of uncalled for and unnecessary harassment to an individual.

Learned counsel for the petitioners further submitted that when a civil suit is pending, when the civil court is seized of the matters, the criminal court cannot proceed with the case. In support of his argument he also placed reliance on a decision in Ram Sumer Puri Mahant v. State of Uttar Pradesh, AIR 1985 SC 472, wherein it is held that when a civil litigation is pending for the property wherein the question of possession is involved and has been adjudicated, initiation of proceedings under section 145 of the Code, would not be justified. The parallel proceedings should not be permitted to continue and in the event of a decree of the civil court, the criminal court should not be allowed to invoke its jurisdiction particularly when possession is being examined by the civil court and parties are in a position to approach the civil court for interim orders. Though the facts are not applicable to the case, the principles enunciated by their Lordships are squarely applicable to this case also. There are several cases pending questioning the validity of the meeting called by the respondent and others and the main question involved in those suits is as to whether the notice issued by the respondents and others to convene the meeting is valid or not and that question is dependent on the failure on the part of the directors to convene the meeting as requisitioned by the requisitionists as contemplated under section 169(1). These are all interconnected. Such being the case, the criminal court cannot give any finding on that aspect as the civil court is seized of the matter.

In this case, as stated earlier, the basic question involved is as to whether the directors have committed an offence punishable under section 629A for violation of section 169 of the Act in not convening the meeting, etc. Therefore, the finding of the civil court will go to the root of the criminal case. Such being the position, it cannot be said that the criminal court can proceed with the matter. However, as observed supra, there is nothing to indicate that violation of section 169 contemplates a criminal offence.

Learned counsel for the petitioners further argued that K.E.C. Raj Kumar and others were inducted by the directors as Government servants. Therefore, to prosecute them, sanction is necessary under section 169. It is an undisputed fact that these officers are ex-officio officers holding the post of directors. Under those circumstances, they discharge the work of a director only in view of the post they hold in the department and not otherwise. In the circumstances, sanction is necessary to prosecute them and in support of that argument, learned counsel for the petitioners also submitted that penal provisions will have to be construed very strictly and that sanction should be obtained from the Government as required under section 195 of the Criminal Procedure Code. Further, he submitted that even if two views are possible, the interpretation which is favourable to the accused should be taken. He also submitted that unless the offences are made out, no complaint can be filed.

However, learned respondent vehemently argued that sanction is not necessary as the officer was prosecuted as a director of the company and not as a Government servant. Notwithstanding the fact that the offences committed are technical in nature, they are very serious and the accused persons are liable to be convicted. On the other hand, in support of that argument, he relied on a decision in Raghunath Swarup Mathur v. Dr. Raghuraj Bahadur Mathur [1967] 37 Comp Cas 304; AIR 1967 All 147. In that case, a complaint was lodged before the magistrate for the violation of section 263(1) and the learned magistrate sentenced to pay a fine of Rs. 250 each under section 629A of the Act. The Sessions Judge also dismissed that appeal. It is alleged that a single resolution moved to elect 4 directors of a company normally amounts to contravention of section 263 and such contravention would be punishable under section 629A of the Act. However, in view of the existence of section 263(2), the court held that the resolution itself becomes non-existent in the eye of law. Therefore, the conviction was set aside and held that the contravention in question, if any, would be only technical in nature. At any rate the matter of the alleged breach or contravention of the provisions of the Act being highly controversial, its benefit must go to the accused. Similarly in this case also the offence alleged is a technical one and the benefit of such technicality should go to the benefit of these petitioners. Under these circumstances, it is clear that there is scope for two interpretations and that being the case, the interpretation which is available to the accused persons should be applied. For the foregoing reasons, I hold that these petitions deserve to be allowed and the impugned order is liable to be quashed.

Next it is necessary to consider Criminal Petition No. 2556 of 1995. This case slightly varies from other cases. But all the general observations made above are applicable to the facts of this case also. In this case, the respondent has given a complaint to the stock exchange with regard to certain irregularities committed by some persons. The board of directors thought it fit to refer to the committee consisting of two directors. They are also called Arbitration Committee. This committee is in the nature of a judge. They gave a report and on the basis of their report, a complaint came to be filed alleging that they have not properly conducted the enquiry. Thus, they have committed an offence punishable under section 628 of the Act. In view of this contention, it is necessary to refer to section 628 of the Act which reads:

"if in any return, report, certificate, balance-sheet, prospectus, statement or other document required by or for the purposes of any of the provisions of this Act, any person makes a statement—

        (a)    which is false in any material particular, knowing it to be false; or

        (b)    which omits any material fact knowing it to be material;

he shall, save as otherwise expressly provided in this Act, be punishable with imprisonment for a term which may extend to two years, and shall also be liable to fine."

Learned counsel for the petitioners submitted that the offences contemplated under section 628 of the Act are in regard to the report referred to under sections 227 and 268 of the Act. Section 227(2) refers to the powers and duties of the auditors. Section 217 refers to the report of the board of directors. Section 216 refers to the profit and loss account to be annexed and the auditors' report to be attached to the balance-sheet. Section 240 deals with production of documents and section 240A is pertaining to the seizure of documents by the inspector. Section 165 also refers to the statutory meeting and statutory report of the company. Section 241 deals with the inspectors' report and section 255 pertains to the report by the official liquidator. Therefore, the Arbitration Committee's report is not found in the Act. But it has a reference in the memorandum of association and articles of association of the Bangalore Stock Exchange Limited. Section 2 of the articles of association reads:

"The Regulations contained in Table 'A' in the First Schedule to the Companies Act, 1956, so far as the same may be applicable to a public company shall too apply to this company in the same manner as if all such regulations of Table 'A' are specifically contained in these articles, subject to modifications herein contained."

Section 26 of the Act under articles of association reads:

"There may in the case of a public company limited by shares, and there shall in the case of an unlimited company or a company limited by guarantee or a private company limited by shares, be registered with the memorandum, articles of association signed by the subscribers of the memorandum, prescribing regulations for the company."

Therefore, learned counsel for the petitioners submitted that the Arbitration Committee's report even if held to be false, does not come within the purview of section 628 of the Act and the arbitrators cannot be prosecuted.

As against it, the respondent submitted that it is not an Arbitration Committee, anybody can be appointed as a committee. It is only the articles of association which provide for the same. Article 62(a) of the articles of association reads:

"In addition to the committees of the council of management, if any, referred to in the above clause, the council of management shall every year and as early as convenient after every annual general meeting appoint the following committees namely:

        (i)     Arbitration Committee

        (ii)    Defaults Committee

        (iii)   Disciplinary Committee

Provided that the constitution of such committees should be in the proportion of 40: 60 between member brokers and non-members respectively, with the prior approval of SEBI (amended at extraordinary general meeting June 26, 1993)".

Therefore, it is clear that the Arbitration Committee is constituted by article 62. Here also there is nothing to show that the directors have either accepted the report or they found that the report submitted by the committee is false. There is nothing to indicate that the report submitted by the Arbitration Committee is a false one or it leads to misrepresentation, etc. On the other hand, it appears that the respondent had written a letter to one P.K. Rungta on June 20, 1995. In that letter he has stated that the auction register was tampered with after he gave his findings to the Council or the exchange authorities had presented to him a fabricated auction register. The respondent wanted to know when he had taken up this matter with the stock exchange authorities after going through the Economic Times on May 20, 1995, which was reported in the paper. On the basis of it, he sought for clarification as to whether the same auction register was presented to him and he had signed or initialled on the auction register as a mark for his verification and who had presented the auction register to him, etc. From this it is clear the respondent has drawn a conclusion that the report itself is a concocted one and that it does not reflect the true picture, etc. On the basis of it, the respondent wants the court to hold that they are guilty of the offence under section 628 of the Act.

All these cases will have to be considered in the background of the fact that the respondent was a director of stock exchange and he was removed from the directorship. It is also an admitted fact that he filed suits, writ petitions and complaints against the stock exchange, its directors and members. However, it is alleged that he was removed from the directorship due to various misdeeds and with a view to wreak vengeance he filed false and frivolous suits and complaints with an object to destroy the stock exchange, its directors and members. If we look into the cases, in the light of the fact that the respondent is a disgruntled person as he was removed from directorship, the argument of learned counsel for the petitioners that these cases are filed only with a view to wreak vengeance, attended with mala fide intention and such cases cannot be entertained by the court, etc., has some force. If the cases are taken as a whole, it appears that the respondent filed these cases with personal vengeance as submitted by learned counsel.

The respondent also placed reliance on several decisions to substantiate his argument that under the company law there is a distinction between individual membership rights and rights available to qualified minorities. The qualified minority rights are generally enforceable by recourse to civil suits except in cases where specific provision is found in the Act for their enforcement elsewhere. There is no provision prescribing a special forum for enforcement of rights of shareholders under sections 257 and 284 of the Act. All the decisions referred to by the respondent would only indicate the above principles. As far as the principles enunciated by these decisions are not in dispute, these decisions would in no way help the respondent in substantiating his case. Therefore, for the foregoing reasons and viewed from any angle, it is clear that these complaints came to be filed by the respondent without any basis and the complaints if taken as a whole would not constitute any offence under the Act much less under sections 628, 629 or 629A of the Act.

In the normal course, this court would have directed the petitioners to approach the magistrate to put forth their argument before him without interfering with the order passed by the learned magistrate taking cognizance of the case. But as stated earlier, following the guidelines issued by the Hon'ble Supreme Court and also taking into consideration the fact that this court while admitting these petitions granted stay and the matter is pending in this court since a long time, if these matters are remanded once again to the Magistrate, it would consume time and cause inconvenience to the parties. Under those extraordinary circumstances and also due to the fact that these cases are of a different nature, the cases have to be considered under section 482 of the Criminal Procedure Code, in its proper perspective.

In the result, I proceed to pass the following order:

ORDER

Criminal Petitions Nos. 2554, 2555, 2556, 1241, 1379 and 1703 of 1995 are allowed and their C. C. Nos. 1459, 1467, 1460, 935, 936 and 1253 of 1995, respectively are quashed.

[2001] 105 Comp. Cas. 0676 (Kar.)

HIGH COURT OF KARNATAKA

A.V. Kasargod

v.

Registrar of Companies

K.R. PRASADA RAO, J.

CRL. PETITIONER NO. 1935 OF 1998

FEBRUARY 6, 2001

S.G. Bhagawan for the petitioner.

Y. Hariprasad for the respondent.

JUDGMENT

K.R. Prasada Rao, J.—This petition is filed by the accused in C.C. No. 202 of 1998, on the file of the Special Court (Economic Offences), Bangalore, seeking for quashing the above proceedings against them for the offence punishable under section 629A of the Companies Act, 1956 (for short "the Act").

The respondent filed the above complaint registered as C.C. No. 202 of 1998 against the petitioners before the Special Court for Economic Offences, Bangalore, alleging that the petitioners have not complied with the mandatory requirements of section 294(2) of the Act while appointing Medley Marketing Private Limited, Bombay, on August 28, 1989 and P.V. Kuruvilla. Calcutta, on August 31, 1989, as their sole selling agents for marketing of the instruments manufactured by their company. Under the agreements entered into with the said sole selling agents, the company had conferred exclusive rights for the sale of their instruments for the territory of Northern India consisting of the States of Uttar Pradesh, Punjab, Haryana. Rajasthan, Himachal Pradesh, Jammu and Kashmir and Union Territories of Delhi and Chandigarh to Medley Marketing (P.) Ltd. and for the North East region including Bihar and Orissa to P.V. Kuruvilla. According to the respondent, it is not stipulated in the said agreement entered into by the petitioners with their above sole selling agents that their appointments shall cease to be valid if it is not approved by the company in the first general meeting held after the date on which the appointments are made. It is also alleged in the complaint that both the agreements were renewed on September 9, 1992, for a further period of three years from August 28, 1992 to August 27, 1995, in the case of Medley Marketing (P.) Ltd. and from August 31, 1992, to August 30, 1995, in the case of P.V. Kuruvilla and the agreements were again renewed on August 5, 1995, for a further period of three years, the terms and conditions of the agreements remaining the same. The respondent therefore, alleged that by not following the mandatory directions contained in section 294(2) of the Act, the petitioners committed an offence punishable under section 629A of the Act. The learned magistrate registered the above complaint ordering for issue of process to the petitioners. It is at this stage, the petitioners approached this court seeking for quashing the above proceedings against them.

I have heard the arguments advanced by learned counsel for the petitioners and learned counsel for the respondent.

Learned counsel for the petitioners raised the following contentions in the present petitions:

1.         Non compliance with the provisions of section 294(2) of the Act, does not constitute an offence punishable under section 629A of the Act. The consequence of non-inclusion of the condition that the appointment of the sole selling agents shall cease to be valid with effect from the date of the first general meeting if their appointments are not approved by the company would be only to render those appointments invalid from the date of the first general meeting.

2.         Even assuming that such non-inclusion is an offence, the offence is deemed to have been committed on the date of the agreements and the offence is not a continuing offence and therefore, the complaint is barred by limitation.

In support of the above contentions, learned counsel for the petitioners have relied upon a decision of the Bombay High Court in Arantee Manufacturing Corporation v. Bright Bolts Private Ltd. [19671 57 Comp Cas 758, wherein it was held that (headnote):

"Subsection (2) of section 294 of the Companies Act, 1956, contains a condition precedent that attaches to the very act of making the appointment of a sole selling agent by the board of directors. Therefore, if any appointment of a sole selling agent is made by a board of directors without such a condition, namely, that the appointment shall cease to be valid if it is not approved by the company in the next general meeting of the company as is mentioned in sub-section (2), the same would be contrary to the said provisions and would be void ab initio."

Placing reliance on the above decision, he contended that the appointment of the above sole selling agents in the instant case was void ab initio since the appointments were not approved by the board of directors in the first general meeting held. Since there is no penalty stipulated under section 294(2), for non-compliance with the said mandatory requirements, he contended that it does not constitute an offence punishable under omnibus provisions of section 629A of the Act. But, learned counsel for the respondent pointed out that in the above referred decision at page 766, the court observed that:

"On a fair reading of the aforesaid provisions, it will at once become clear that the provisions of sub-sections (1) and (2) shall have to be regarded as not directory but mandatory having regard to the negative language employed therein."

It is further observed in the same para, that:

"However, in my view, if regard be had to the manner in which the section is enacted, the language used therein and the place at which the section appears in the entire scheme of the Act, it will be clear that the conditions mentioned in sub-section (2) will have to be regarded as a condition which attaches to the very act of making the appointment of a sole selling agent by the board of directors and, therefore, a condition precedent. The object of the section as I have already indicated above, is to place restrictions or curbs on the powers of the board of directors. The language employed in sub-section (1) and sub-section (2) is clearly negative which suggest that the provisions are to be regarded as mandatory. Sub-section (1) provides that 'No company shall...appoint a sole selling agent for any area for a term exceeding five years at a time.' The proviso makes it clear that the aforesaid absolute prohibition will not apply to the re-appointment or re-extension of the term of office of any sole selling agent, but that such re-appointment or extension of term should not exceed the period of five years on any one occasion. In my view, sub-section (1) puts an embargo upon the company by prohibiting the company from making any appointment of a sole selling agent for any term exceeding five years at a time. Similar is the position with regard to sub section (2). Sub-section (2) provides that the board of directors of a company shall not appoint a sole selling agent for any area except subject to the condition that the appointment shall cease to be valid if it is not approved by the company in the first general meeting held after the date on which the appointment is made' Sub-section (2) also puts an embargo upon the board of directors of a company by prohibiting the board from making any appointment of a sole selling agent except subject to the condition mentioned therein. In other words, the board of directors of a company are only free to make appointment of a sole selling agent subject to the aforesaid condition. The language used, viz., shall not appoint...except subject to the condition' shows that the condition mentioned attaches to the very act of making the appointment by the board of directors. It will thus be clear that, if any appointment is made by the board of directors without such a condition, the appointment will be contrary to the provisions of sub-section (2) and. therefore, illegal and bad in law."

So, placing reliance on the above observations of the court in the aforesaid decision, learned counsel for the respondent vehemently contended that the penal provisions of section 629A of the Act are attracted to the instant case, since the above restrictions and mandatory directions provided under section 294(2) have not been complied with while appointing the sole selling agents by the petitioners, under the above agreements entered into by them. It is further contended by him that the provisions of section 629A of the Act will be attracted where no specific penalty is provided elsewhere in the Act.

Having regard to the language employed in section 294(2) of the Act, I have no hesitation to hold that the directions and the restrictions imposed by the Legislature are mandatory in nature as interpreted in the above decision. Section 629A of the makes it clear that:

"If a company or any other person contravenes any provision of the Act for which no punishment is provided elsewhere in this Act or any condition, limitation or restriction subject to which any approval, sanction, consent, confirmation, recognition, direction or exemption in relation to any matter has been accorded, given or granted, the company and every officer of the company who is in default or such other person shall be punishable with fine which may extend to five hundred rupees, and where the contravention is a continuing one, with a further fine which may extend to fifty rupees for every day after the first during which the contravention continues."

Since no specific penalty is provided for the above provision under the provisions of section 294 of the Act, in my view, the penalty provision under section 629A is clearly attracted to the present case.

At this stage, learned counsel for the petitioner has brought to my notice a recent decision of this court reported in Anantha R. Hegde v. Capt. T.S. Gopalakrishna [1998] 91 Comp Cas 312, wherein it was held that:

"Failure to convene the requisitioned extraordinary general meeting as required under the provisions of section 169 of the Companies Act does not constitute an offence punishable under section 629A of the Act."

Placing reliance on the above decision he contended that on the same analogy of the above decision, in the instant case also, non-compliance with the above mandatory directions and restrictions given in section 294(2) of the Act, does not constitute an offence punishable under section 629A of the Act. On a careful perusal of the above decision, it is found that the court observed as under (page 327):

"That in the event of failure by the board of directors to convene the meeting, an alternative and efficacious remedy was provided under section 169(6) of the Act."

It is under those circumstances, this court has taken the view that the wording of section 169 indicates that the Legislature never intended that the failure by the board of directors to convene the meeting could be construed as an offence because an alternative and efficacious remedy is provided under the Act. But, in the instant case, since there is no other alternative remedy provided in the Act in the event of non-compliance with the mandatory directions and restrictions imposed in section 294(2) of the Act, I find that the above decision is not applicable to the facts of this case.

It is next contended by learned counsel for the petitioners that the complaint filed by the respondent is barred by limitation, since the above offence is not a continuing offence and since the complaint has not been filed within six months from the dates, on which the offence has been committed, which are the dates on which the above agreements appointing the sole selling agents are signed i.e., on August 28, 1989, and August 31, 1989, and the date on which the show-cause notice has been issued to the company of the petitioners, which is March 13, 1993. In support of this contention, he relied upon the earlier decision of this court in Chandra Spinning and Weaving Mills Pvt. Ltd. v. Registrar of Companies [1988] ILR 149 Kar, wherein it was held that:

"The contravention of the provisions contained in section 220(1)(a) of the Companies Act, is not a continuing contravention.

The determination whether a given crime is a continuous offence is a matter of statutory interpretation. But the judicial consensus is that the doctrine of continuing offence should be applied only in limited circumstances. Since the doctrine effectively extends the statute of limitations beyond its stated term. A particular contravention or offence should not be deemed to be a continuous one unless the explicit language of the substantive criminal statute compels such a conclusion...the court should not be eager to hold that an act or omission is a continuing wrong or default unless there are words in the statute concerned which make out that such was the intention of the Legislature.

Section 220(1) of the Act by itself does not impose any liability the contravention of which is susceptible of continuance. The default would be complete with a failure to furnish the copies of balance-sheet and profit and loss account in the manner and within the time stated therein. Such an offence is committed once and for all as and when a person/s commit/s the default. A careful-reading of section 220(1) of the Act would show that neither it envisages nor contemplates that the obligation to submit the copies continues from day to day until the copies are actually submitted."

Placing reliance on the above decision, he contended that in the instant case also, the offence is committed once and for all on the dates on which the agreements were entered into with the sole selling agents and were signed without stipulating the condition that their appointments shall cease to exist, if they are not approved by the board of directors in the first general meeting called for. But, in the instant case, the agreements were renewed subsequently for further period of three years after the expiry of the period of three years fixed in the original agreements. The dates of renewal of the agreements are clearly mentioned in the complaint in para. 4 as from August 29, 1992, to August 27, 1995, in the case of Medley Marketing Private Limited and from August 31, 1992, to August 30, 1995, in the case of P.V. Kuruvilla and the agreements were again renewed on September 5, 1995, for a further period of three years, on the same terms and conditions of the earlier agreements. Thus, it is clear that the non-compliance with the mandatory directions contained in section 294(2) is found to be not only in respect of the first agreement, but is also found to be in respect of the second and third agreements. On the basis of these facts, I have no hesitation to hold that the offences committed are of the nature of continuing offences. Further, the question whether the complaint is barred by limitation, is a matter which is to be considered by the trial court, in the first instance, since the trial court is entitled to exercise its discretion in condoning the delay, if any, in filing the complaint under the provisions of section 473, Criminal Procedure Code, if it is satisfied on the facts and in the circumstances of the case that the delay has been properly explained or that it is necessary so to do in the interests of justice. In view of the said discretion conferred on the trial court, in my view, it is premature to go into the question of limitation by this court at this stage and I find it necessary to keep the said question open, to be decided by the trial court in the first instance. Learned counsel for the petitioners relied upon a decision of the Supreme Court in State of Himachal Pradesh v. Tara Dutt, AIR 2000 SC 297, wherein it is observed at para. 7 as follows:

"Section 473 confers power on the court taking cognizance after the expiry of the period of limitation, if it is satisfied on the facts and in the circumstances of the case that the delay has been properly explained and that it is necessary so to do in the interest of justice. Obviously, therefore in respect of the offences for which a period of limitation has been provided in section 468, the power has been conferred on the court taking cognizance to extend the said period of limitation where a proper and satisfactory explanation of the delay is available and where the court taking cognizance finds that it would be in the interest of justice. This discretion conferred on the court has to be exercised judicially and on well recognised principles. This being a discretion conferred on the court taking cognizance, wherever the court exercises this discretion, the same must be by a speaking order, indicating the satisfaction of the court that the delay was satisfactorily explained and condonation of the same was in the interest of justice. In the absence of a positive order to that effect, it may not be permissible for a superior court to come the conclusion that the court must be deemed to have taken cognizance by condoning the delay whenever the cognizance was barred and yet the court took cognizance and proceeded with the trial of the offence."

Placing reliance on the above decision, it is submitted by him that in the instant case, the trial court has not passed any speaking order for having condoned the delay before taking cognizance of the offence. Since the trial court has not applied its mind to the question of limitation and has not passed any order on the said question, I find it necessary to give a direction to the trial court to consider the question of limitation at the initial stage itself and thereafter, to take cognizance of the offence if it is of the opinion that the delay, if any, in filing the complaint can be condoned.

Learned counsel for the petitioners next submitted that the above offence being a petty offence, the trial court ought to have given summons in Form No. 30 and since the said procedure has not been followed, the above proceedings are liable to be quashed. But, merely because the summonses are not issued in Form No. 30, I do not think that it constitutes a ground to quash the above proceedings. Since the offence is compoundable, the petitioners are entitled to approach the respondent seeking for compounding the offence alleged.

For all the above reasons, this petition is dismissed giving liberty to the petitioners to raise the question of limitation before the trial court and the trial court is directed to decide the question of limitation after giving opportunity to both the parties to submit their say in the matter, before taking cognizance of the offences alleged and before proceeding further in the matter.