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2013 (2) TMI 284 - DELHI HIGH COURTDe-register the filings - change in name - treat the filings made by respondent no.3 under Registration No.F/202 as null and void - directing Respondent Nos.1 and 2 to initiate prosecution under the Indian Penal Code against the respondent No.3, 4 and 5 - Mr. Vashisht senior counsel for the petitioner sought to contend that the said filing was not the one made to inform the ROC about the change in name but was made to inform the ROC about the change in the constitution of the Board of Directors referring letter dated 22.07.1996 filed by respondent no.3. - Held that:- It is possible that author of letter dated 22.07.1996 read first part of clause (d) of section 593 in a manner, which was disjunct from the latter part of clause (d). As would be noticed, the first part refers to the "name" and the second part refers to "address". It is possible that the author of the letter was of the view that apart from the change in the constitution of Board of Directors which came within the ambit of the provision of clause (c) of section 593, the intimation with regard to the change in name fell within the first part of clause (d) of section 593. Admittedly, there was no change in the address of the entity, which was entitled to accept service on behalf of respondent no.3, which is a foreign company within the meaning of the Companies Act. Consequently, the reference ought to have been to clause (a) of section 593 and not clause (d) of the section 593. This was an obvious error, which was sought to be explained by Sh. Brij Mohan Chhabra in his affidavit of 04.01.2005. Thus the averment to the effect, made by Sh. Chhabra that this was a typographical error can be accepted having regard to the aforesaid aspects. That apart, the accompanying documents, to which reference has been made i.e., the receipt by which fee was deposited dated 05.08.1996, the letter addressed to the ROC dated 17.05.1996 and the permission granted by the RBI in April, 1996 is demonstrable of the fact that there was no good reason for respondent no.3 not to furnish requisite information of change of name to the ROC. There is no denying that respondent no.3 had also intimated this very information to its customers, its clearing agents and world at large between March and April, 1996. Therefore, even if it is assumed that information in the duplicate Form 49, which was filed on 03.04.2002, was inserted on the said date, will not, take away the body of material placed by the official respondents i.e., respondent nos.1 and 2 as also by respondent no.3, to establish that the original Form 49 was filed on 05.08.1996. This brings to the last aspect of the matter i.e., the argument as to why yet another Form was filed on 05.04.2004. The conduct of respondent no.3 in this regard is explained by reference to ROC's letter dated 26.03.2004, whereby they were advised to file a revised duplicate Form by an authorised person to rectify the objections. It is quite possible that having received the said communication, respondent no.3 filed yet another Form on 05.04.2004. Therefore, as long as there is nothing to suggest that the original Form 49 was not filed on 05.08.1996, the subsequent filings would not carry the matter any further in so far as the petitioner is concerned. It is not as if the ROC cannot allow rectification or curing deficiencies, if any, in the information supplied by the applicant companies, to it. This power is available to the ROC and therefore, that by itself cannot further the cause of the petitioner unless one could come to a conclusion that there was no filing made in the first instance by respondent no.3. Having regard to the discussion above unable to come to a conclusion that any of the prayers made in the petition ought to be granted. The petition is devoid of merits and is accordingly dismissed with cost of Rs.1 Lakh. Rs.50,000/- will be paid to respondent nos.1 and 2 while the balance sum of Rs.50,000/- will be paid to respondent no.3.
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