TMI Blog2000 (5) TMI 958X X X X Extracts X X X X X X X X Extracts X X X X ..... feree who is not an existing shareholder of the company cannot file a complaint under section 113(2) at all. Thus the appellant as a person aggrieved would be entitled to the benefit of the provisions of section 469(1)(b). It is not in dispute that the appellant came to know of the offences on 20-7-1992. The commencement of the period of limitation of six months for initiating the prosecution would have to be calculated from that date. The complaint was filed on 20-8-1992 well within the period specified under section 468(2). - CRL. APPEAL NO. 483 OF 2000 - - - Dated:- 11-5-2000 - K.T. THOMAS, D.P. MOHAPATRA AND RUMA PAL, JJ. JUDGMENT Ruma Pal, J. - Leave granted. 2. This appeal has been preferred from the decision of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... barred by limitation under section 468 of the Code of Criminal Procedure, 1973 the Cr. PC. ) 3. The appellant filed a petition under sections 397 and 401 of the Cr. P.C. before the High Court of Madras praying for revision of the order dated 30-3-1993. The High Court by the impugned judgment not only upheld the order of the trial court but also held that the appellant was incompetent to file a complaint in respect of an offence under section 113. 4. Section 113 1 , sub-section (1) requires a company to deliver the share certificates to the allottee or transferee within three months after the allotment and within two months after the application for registration of transfer of the shares. The period is extendable in certain circums ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... arently, section 113(1) was not complied with. This came to the knowledge of the appellant only on 20-7-1992 when the appellant inspected the books of account of the company under section 209A(1)( i ) of the Act. The complaint was filed by the appellant on 20-8-1992 before the Chief Judicial Magistrate, Coimbatore. 7. As already noted, the Chief Judicial Magistrate dismissed the complaint relying on section 468, which provides : " Bar to taking cognizance after lapse of the period of limitation. (1) Except as otherwise provided elsewhere in this Court, no Court shall take cognizance of an offence of the category specified in sub-section (2), after the expiry of the period of limitation. (2) The period of limitation shall be ( a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... submission holding that the appellant was neither the person aggrieved nor a police officer and that the prosecution under section 113 could be launched only on the application of an affected shareholder. According to the High Court, this was clear from sub-section (3) of section 113. 10. It is contended by the learned counsel appearing for the respondents that the view of the High Court has also been taken by a learned Single Judge of the Gujarat High Court in Vasantlal Chandulal Majmudar v. Navinchandra Manilal 22 Guj. LR 436; by a learned Single Judge of the Delhi High Court in Nestle India Ltd. v. State 1994(4) Comp. L.J. 446 ( sic ) as well as by a learned Single Judge of the Madras High Court in Sulochana v. State of Re ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f section 621(1) of the Act, which provides : " Offences against Act to be cognizable only on complaint by Registrar, shareholder or Government. (1) No Court shall take cognizance of any offence against this Act (other than an offence with respect to which proceedings are instituted under section 545), which is alleged to have been committed by any company or any officer thereof, except on the complaint in writing of the Registrar, or of a shareholder of the company, or of a person authorised by the Central Government in that behalf." Under this section, therefore, the appellant is competent to file a written complaint in respect of offences under, inter alia , section 113. 14. The phrase person aggrieved has not been defined in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he High Court erred in construing the provisions of section 113(2) with reference to section 113(3). The latter deals with the civil liability of the company and its officers for a breach of section 113(1) at the instance of the transferee of the shares. Section 113(2) deals with the criminal liability arising out of a violation of section 113(1). The objects of the two sub-sections are desperate. Section 113(3) is primarily compensatory in nature whereas section 113(2) is punitive. An application under section 113(3) can only be made by the transferee. And as already seen, a transferee who is not an existing shareholder of the company cannot file a complaint under section 113(2) at all. 16. For the reasons stated, we are of the view th ..... X X X X Extracts X X X X X X X X Extracts X X X X
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