Home Case Index All Cases Companies Law Companies Law + HC Companies Law - 2013 (3) TMI HC This
Forgot password New User/ Regiser ⇒ Register to get Live Demo
2013 (3) TMI 239 - KERALA HIGH COURTViolation of Section 297 - Non obtaining of approval of the Board of Directors of the Company in respect of contracts entered into by the company in which its directors are interested - also in case of a company having paid up capital of Rs.1 Crore and above previous approval of the Central Government is required in respect of contracts in which directors are interested which was not obtained - petitioners submits that petitioners 2 and 3 resigned from the directorship of the company on 11.8.2000 and the first petitioner resigned from the directorship from 16.8.2000 - Held that:- Ongoing through Annexure A5, it is clear that the contention raised by the petitioners that they had submitted their resignations to the Company is true. Since it was the duty of the Secretary of the Company to fill up Form No.32 and to submit the same to the Registrar of Companies, the petitioners cannot be found fault with or saddled with the criminal liability for not submitting Form No.32. Since the resignations were not rejected or returned, they must be deemed to have come into effect in the year 2000 itself. If so, the prosecution initiated against the petitioners for the non-filing of returns or for any of the violations pertaining to the year 2003 and made mention of in the Inspection Report cannot be sustained. The fact that the petitioners had moved the Company Law Board long prior to the institution of these complaints would make it clear that the resignations were duly submitted to the Company. The Company had no case that the resignations were not accepted. As the petitioners had disassociated themselves from the business of the Company ever since they submitted their resignation in August 2000 as referred to earlier and as such, for the violations of non- compliance noticed in 2003, the criminal liability cannot be saddled upon the petitioners.
|