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2023 (9) TMI 308 - MADRAS HIGH COURTProsecution proceedings against the Directors of the company - Falsification of accounts of A1 Company for the financial year 2001 – 2002 to 2007 – 2008 - whether the Petitioners / Directors of the Companies during the relevant period, false statements made wilfully knowing them to be false? - HELD THAT:- On perusal of the records, it is seen that the falsification is alleged to have been done on 27.12.2010 and the same was submitted on 20.05.2011. In the complaint, date of resignation of the respective petitioners, and cessation of being directors given, which is not disputed by the complainant, which would clearly confirm that they resigned from the Directorship much before the alleged commission of offence and to that effect, the petitioners filed Form 32 with the Registrar of Companies - there is no specific averment of any irregularity committed by the petitioners during the relevant period. From the facts, it is clearly seen that, when the petitioners were not Directors of the Companies at the relevant period. Admittedly, the offence and the cause of action taken place during the years 2010 and 2011, but the present complaint is filed in the year 2014. The admitted case of the respondent is that the offence of submission of falsification of accounts have been taken place during the year 2010-11. The cessation of Directors has been admitted and the same tabulated in the complaint. In view of such admitted position, the case against the petitioners to be considered along with the Balance sheet submitted by them - In the document submitted it was found that maximum data manipulation and falsification of accounts have been done by the Company and the Company Balance sheet do not project fair picture of the affairs of the Company. As regards the persons, who have signed and submitted return, report, certificate, balance sheet, prospectus, statement or other documents with false material particulars knowing it to be false or omitted any material fact knowing it to be material, they can be prosecuted for offence under Sections 628 and 629 of the Companies Act. Since the Petitioners 7, 8 and 9, who are A8, A10 and A12 have signed the above documents with the other Director, the case against them has to be proved whether they had requisite mens rea or guilty mind only during trial. Complaint against the persons where not the Directors during the relevant period, quashed - Proceedings against the persons who singed and verified the Balance Sheet shall continue.
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