Home Case Index All Cases Companies Law Companies Law + HC Companies Law - 2019 (4) TMI HC This
Forgot password New User/ Regiser ⇒ Register to get Live Demo
2019 (4) TMI 2029 - HC - Companies LawAllegation of fraud, misappropriation, falsification of records and conspiracy - private complaint filed under Section 156(3) of Cr.P.C - HELD THAT:- Admittedly, there is a dispute between them regarding the management which has culminated into MOU, later not honoured by both the parties. The 1st petitioner has made a specific declaration that it has become invalid. In the said circumstances, when any member of the company has any grievance or complaint about oppression or mismanagement, he should have resorted to an application to the tribunal as contemplated under Section 241 of the Companies Act-2013 - Chapter XIV of the Companies Act-2013, provides for remedy. Under Section 206 of the Companies Act-2013, the Registrar of the Company, based on the information received by him can seek for explanation, production of document and conduct enquires. If the Registrar is satisfied on the basis of information available with him or furnished to him or on a representation made to him by any person that the business of a company is being carried on for a fraudulent or unlawful purpose or not in compliance with the provisions of this Act, he can proceed with inquiry. From the reading of the complaint, it is alleged that the petitioners herein have committed Act of omission and commission and concealment to deceive the complainant/2nd respondent who is one of the shareholders. In such circumstances, the Act provides for him to inform the matter to the Registrar under Section 206 of the Companies Act-2013 who in turn will conduct enquiry. If the enquiry conducted by the Registrar discloses material for further investigation, he under Section 210 of the Companies Act-2013, can report to the Central Government to conduct investigation into the affairs of the Company. This Court of the opinion that the complaint under Section 156(3) of the Cr.P.C before the Judicial Magistrate and seeking registration of the complaint by the Inspector of Police, CCB, Coimbatore, itself an come out of malafide intention to pressurize the petitioners to part away their right of Managing the Company - The complaint on the file of the 1st respondent cannot be probed effectively since it involves intricate facts on accountancy and auditing. Except forensic audit conducted into the affairs of these Companies held by the 1st petitioner and the 2nd respondent, the truth will not come to light. This Court directs the Registrar of Companies to take note of the complaint and cause inquiry, not only the affairs of M/s. M.C. Spinners Pvt Ltd., but also all the other sister concern, in which the 1st petitioner and 2nd respondent are involved and file its report to the Central Government for further action - Petition allowed - decided in favor of appellant.
|