TMI Blog1997 (9) TMI 453X X X X Extracts X X X X X X X X Extracts X X X X ..... es but the number of debentures to be allotted would depend upon avail- ability and as may be decided by the Board of Directors in consul-tation with the stock exchange at Bombay. 2. Respondent No. 2 is a shareholder of Reliance Industries Ltd. On an invitation of offer being sent to her by the said company L T, she in terms of the prospectus applied for allotment of ten debentures and a sum of Rs. 750 was paid to the accused petitioners. As she had a member of folios in Reliance Industries Ltd., she offered for allotment of deben-tures for filing two separate applications and thus she applied for allotment of twenty debentures and paid application money of Rs. 1,500. The company under the provisions of Companies Act, 1956 ('the Act') was duty bound to deliver her debenture certificate within three months from the date of allotment. But the company did not bother to send her the allotted debentures for the reasons best known to the accused persons. She wrote more than twenty letters and requested the company to deliver her debenture certificates. As per acknowledgement slip delivered by Post Office, it is manifestly clear that her requests were received by the company but the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 3. The petitioners contended that the impugned order dated 20-4-1995 passed by the Special Judge, Economic Offences, Rajasthan, Jaipur, by which the court passed an order taking cognizance, is barred by the law of limitation. The complainant filed her complaint on 15-3-1995 while as per the prospectus of the company the terms of payment was as under : i. On application Rs. 75 per debenture ii. On allotment Rs. 75 per debenture iii. On first call Rs. 75 per debenture, and iv . On final call Rs. 75 per debenture. It was submitted by the petitioners that after allotment of shares the first call money was payable by 30-4-1990 and the final call money was payable by 30-9-1990. The fact that respondent No. 2 did not get her shares had already been within her knowledge because the aforesaid dates were already given in the prospectus and by that date the time had already passed away. When the company sent back the amount then the complainant-respondent No. 2 got the knowledge that she had not been allotted shares, is an incredible argument. If the said date is taken to be the date ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ceased to be the company's registrars. However, it appears that at the time of processing large volume of applications, the complainant's application seem to have been missing and therefore, the allotment of debentures were not made to her. Since the application was missing the company had to wait for the claim from the applicant for refund or allotment of debentures and as afterwards as soon as the company received the copy of judgment of the District Forum, the company complying with the same immediately sent the refund of application money as prayed for by the complainant. It was further submitted that if the complainant did not get her debentures, then only because of this reason it could not be said that the company gave a false or untrue statement punishable under section 63. The court below wrongly interpreted the provisions and passed the impugned order by way of taking cognizance and they prayed for quashing of the same. 4. The respondents, however, contended that the provisions of Chapter 36 of the Code of Criminal Procedure, 1973 ('the Code'). Regarding limitation was not application by virtue of the provisions of Economic Offences (Inapplicability of Limitation) Ac ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d and a criminal case was filed against the accused and the learned trial court found that the accused was guilty of offence covered by section 420 of the Indian Penal Code, 1860. The Supreme Court ultimately was pleased to pass a detailed order on the subject and as per the reported decision in Mobarik Ali Ahmed v. State of Bombay AIR 1957 SC 857 observed as follows : "....These representations were made to the complainant at Bombay, notwithstanding that the appellant was making the representations from Karachi..." (p. 858) The decision is quite clear that where the representation was made through the trunk/telephone, the statement of appellant at the Karachi end of the telephone becomes a representation to the complainant only when it reaches cognizance of the complainant at the Bombay end, and this aspect has not been disputed. In the present case, though the registered office of the company is situated at Bombay and the accused persons were residing at Bombay and the disputed prospectus was published and printed at Bombay, but the said document was delivered at Jaipur and an offer was invited on the basis of this prospectus at Jaipur. The complainant respondent applied ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... that the provisions of section 10 are not applicable between the company and the sharehold- er regarding the individual rights of a shareholder. Another dispute of a similar type was decided by Hon'ble Mr. Justice M.A.A. Khan in respect of two applications of Ranbaxy Laboratories Ltd. The said judgment is reported in Ranbaxy Laboratories Ltd. v. Smt. Indra Kala [1997] 88 Comp. Cas. 348 (Raj.). The complainant respondent No. 2 thus, contended that the revisional application as filed by the petitioners is liable to be dismissed and the trial Court should be directed to dispose of the matter as early as possible since the accused petitioner were already successful in delaying the matter for more than two years by virtue of the continuance of the present proceedings under section 482 of the Code. 7. From an entire conspectus of the complaint it is not very clear as to whether the prospectus issued after the commencement of the Act includes any untrue statement and as such the accused persons who authorised the issue of the prospectus can be taken to be guilty of an offence punishable with imprisonment for a term which may extend to two years, or with fine which may extend to f ..... X X X X Extracts X X X X X X X X Extracts X X X X
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