Delhi District Court
Registrar Of Companies vs Reliance Infotek Ltd on 19 April, 2025
Page 1 of 12
IN THE COURT OF MAYANK MITTAL
ADDL. CHIEF METROPOLITAN MAGISTRATE (Spl. Acts)
CENTRAL, TIS HAZARI COURTS, DELHI
Re: Registrar of Companies vs. Reliance Infotek Ltd. & Ors.
CC No. : 2688/2017
CNR No. : DLCT02-004062-2017
Date of Institution : 17.02.2017
Name of the complainant : Registrar of Companies,
its registered office NCT of Delhi & Haryana,
IFCI Tower, 4th Floor, 61,
Nehru Place, New Delhi.
Through: Dr. Afsar Ali
Name of accused : (i) M/s. Reliance Infotek Limited
its parentage and residence H-23A, Office No.201, S/F Kamal Tower,
Vijay Chowk, Laxmi Nagar,
Delhi-110092
(ii) Sh. Sudesh Kumar Jain
S/o Sh. Bal Mukund Jain
R/o Pearl Gateway Tower,
Near Golf Course, Sector-44,
Gautam Buddha Nagar, NOIDA-201301
(iii) Ms. Sunita Jain
D/o Shikhar Chand Jain
S/o Sh. NBAL Mukund Jain
R/o Pearl Gateway Tower,
Near Golf Course, Sector-44,
Gautam Buddha Nagar, NOIDA-201301
(iv) Sh. Nischal Jain
S/o Sh. Sudesh Kumar Jain
R/o C-801, Pearl Gateway Tower,
Near Golf Course, Sector-44,
NOIDA-201301
(v) Sh. Anand Kumar Mishra
S/o Sh. Brahmdeo Mishra
R/o H.No.00, Hoshiyarpur Sector-51
Gautam Budh Nagar, NOIDA-201301
(Proceedings qua accused No.5
separated vide order dated 27.08.2019).
CC No.2688/2017
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Offence complained of : 96/99 & 137/137(3) of
The Companies Act, 2013
Plea of accused : Not guilty
Final Judgment : Convicted
Brief facts and reasons for decision of the case:-
1 The factual matrix of the case of complainant is that M/s Reliance Infotek
Limited is a company incorporated under the Companies Act and accused
No. 2, 3, 4 & 5 were Directors/Additional Director/Officers of accused
No.1 and they were in charge of day to day affairs of accused No.1 and
were responsible for compliance of the various provisions of The
Companies Act, 2013 (hereinafter referred to as ‘The Act‘). The gravamen
of accusation against the accused persons is that accused No.1 did not file
the Balance Sheet, Profit & Loss Account and Annual Return for the year
ended 31.03.2014. It is also alleged against accused persons that the
Annual General Meeting of accused No.1 was not held. Hence, the
accused persons contravened provisions of Section 96 and 137 of The Act
punishable under Section 99 and 137(3) of The Act.
2 The present complaint was filed by Dr. Afsar Ali, the then Assistant
Registrar of Companies, NCT of Delhi & Haryana, on behalf of the
complainant. Since the complaint was filed by public servant while
discharging his duties as a public servant and in his official capacity, so
his examination under Section 200 Cr.P.C was dispensed with in terms of
proviso (a) of Section 200 Cr.P.C. Cognizance of offence(s) as taken and
the accused were summoned vide order dated 02.03.2017. On appearance,
copies were supplied to the accused No. 2, 3, 4 and 5. Notice of
accusation for contravention of provisions of Section 96 and 137 of TheCC No.2688/2017
Page 3 of 12Act punishable under Section 96/99 and 137(3) of The Act was served
upon accused persons on 11.02.2020 to which they pleaded not guilty and
claimed trial.
3 I have heard the rival contentions advanced by the Ld. SPP for the
complainant and also by Ld. Defence counsel. Prior to delving into the
contentions advanced on behalf of the parties, let us briefly discuss the
testimonies of witnesses examined in complainant’s evidence:-
3.1 CW-1 Sh. A.K., AROC examined in chief in post charge evidence,
however, his cross examination was deferred for next date of hearing
and vide order dated 26.09.2024 Sh. Shravan Kumar, AROC was
substituted in place of Sh. A.K. Singh as AR of complainant.
Thereafter, matter was listed for examination of Sh. Shravan Kumar,
AROC.
3.2 CW-2 Sh. Sharvan Kumar deposed that he was posted as AROC in
the office of ROC Delhi and has been substituted in the present complaint
on behalf of complainant vide office order dated 22.03.2024 Ex. CW-
2/1(OSR). That accused No.1 company namely Reliance Infotek Ltd. That
accused No.1 is registered with the office of the complainant and exhibited
the certified copy of the master data as per MCA record Ex.CW-2/2. That
signatory detail Ex. CW 2/3 evidencing the details of the director of said
company. That certified copy of show cause notice Ex. CW 2/4 issued by
the office of the complainant on 03.10.2016 to the registered Email ID of the
company. That the certificate u/s 65 B of Indian Evidence Act 1972 Ex. CW
2/5 annexed with the complaint. That present complaint is filed for violation
of section 96 (for non convening of annual general meeting since FY 2013-
2014) and section 137 (for non filing of balance sheet and profit and loss
account since FY 2013-2014 ) of companies Act 2013. The complaint is Ex.
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CW-2/6. CW-2 identified the signature of Dr. Afsar Ali, who has filed the
present complaint at point A, B, C.
3.2.1 During his cross examination CW-2 stated that the annual filing
details of any company is automatically shown on the MCA portal as and
when the company files such details through online forms. That a list is
generated by the SPOC service provider to MCA of the companies
which default in filing of annual filing forms and non convening of
AGM, due to which the office of complainant comes to know of the
default made by any such company. That CW-2 did not work with Dr.
Afsar Ali and he had not seen Dr. Afsar Ali signing any document before
him. However, voluntarily stated that he had seen his signature in official
record and hence he could identify his signatures. That the show cause
notices for default u/s 96 and 137 of the Companies Act 2013 issued on
the basis of companies identified on the drive of MCA. That the default
notice is issued by ROC to the company at the email ID registered with
the MCA portal which is provided by the company itself. That complaint
is filed on the basis of signatory details at the MCA portal on the basis of
which the defaulting directors are identified for the relevant default
period. That show cause notice specifies the period of default committed
by the company and directors. CW-2 denied the suggestion that he
deposed falsely.
The complainant evidence was closed on 17.12.2024
4 The examination of accused No.1, 2 and 3 u/s 313 Cr.P.C concluded on
23.01.2025 and choose to lead DE.
4.1 DW-1 Sh. Nikhil Sharma deposed that he is summoned witness and
brought the summoned record. That the seized documents in pursuance
of search / inspection conducted on 11.11.2014 including letter heads
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of Sh. B. N. Jain Charitable Trust, Jonson Holdings Private Limited,
Jain Son True Style Private Limited; Unsigned Board Resolution;
Board Resolution of Apple Commodities Limited; Bank account
details of several companies including Reliance Infotek Limited; with
signatures blank Form-29 (four in numbers); with signatures blank
Form-30, affidavit on stamp paper; valuation report of plot at Khasra
No.-614-615, Village Baral Prtapapur, Prgana, District Merrut, UP and
also brought original of the same and filed certified copy of the same
and exhibited as Ex. DW1 /A (Colly.) (OSR) (running from page No.1
to 34). That those documents were seized in the case of M/s. Apple
Natural Resources Private Limited on 11.11.2014. That office had
received an e-mail Ward-21(1), Income Tax Officer, Delhi for
production of record in the present case and on inspection, it was
found that record was kept in their office in the case of M/s. Apple
Natural Resources Private Limited.
5 During final arguments it is submitted by learned Prosecutor for ROC that
it is the duty of every company to hold an AGM every year before expiry
of six months from the date of closing of financial year and to file the
financial statements adopted at the AGM within 30 days of holding AGM.
It is submitted that non holding of AGM and non filing of the financial
statements as stated above violates Section 96 and 137 of the Companies
Act, 2013 and company as well as its officers in default are liable to be
convicted under Section 99 and 137 of the Companies Act, 2013. It is
submitted that in the case at hand, the accused No.1 company has not
conducted AGM for financial year ending on 31.03.2014 and has not filed
its financial statements within 30 days of AGM and annual return within
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60 days from the date of said AGM. It is submitted that the provisions
under Section 96 read with 99 and 137 of the Companies Act, 2013 are
absolute in nature and do not admit any exception to the rules contained in
the said provisions. A request has been made to convict and punish the
accused persons i.e. accused No.1 to 4 (proceeding qua accused No.5 has
been separated).
6 Learned counsel for accused persons has vehemently submitted that law
does not permit to do anything which is impossible and at the same time
law does not punish a person for not doing something, which is
impossible. It is submitted that accused company could not file the
financial statements and annual return for the year ending on 31.03.2014
as in pursuance of search / inspection conducted on 11.11.2014 by the
Income Tax Department on number of companies, all the relevant
documents which are hardware / software of the computers were seized
by the Income Tax Department and accused was not able to find out the
relevant documents physically as well as in the form of hard / soft copies
for uploading the same at the website of ROC, Delhi. It is submitted that
AGM for year ending on 31.03.2014 was conducted, however, due to
reason mentioned above, the documents could not be uploaded in
compliance of Section 137 of the Companies Act, 2013. It is submitted
that as due to circumstances / situation beyond the control of the accused
No.1 company and its directors, the accused are not liable for conviction
and punishment. It is further submitted that complaint is further liable to
be dismissed as there was an inordinate delay in sending the notice to
accused No.1 company for filing the present complaint.
CC No.2688/2017
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7 Learned Company Prosecutor in rebuttal arguments has vehemently
submitted that the office of complainant had sent a notice regarding the
default and filing of present complaint, however, the issuance of notice is
not a mandate of law and accordingly, even if notice was sent belatedly or
no notice has been sent, it does not affect the case of complainant. It is
further submitted that even if it is believed that the raid was conducted
and documents were seized, the accused has not brought on record any
fact to show that documents required to be uploaded in compliance of
Section 137 of the Companies Act, 2013 were seized by the Income Tax
Department. Further it is submitted that alleged raid was conducted on
11.11.2014 and if the AGM was conducted in time, which was to be
conducted last by 30.09.2014, the financial statements must have been
uploaded by 30.10.2014. It was only the annual return, which was to be
uploaded by 30.11.2014. It is submitted that there is no explanation on
record as to why the financial statements were not filed by 30.10.2014
when the alleged AGM was conducted. Further it is submitted in the
statement of accused recorded on the conclusion of the complainant’s
evidence, all the accused have stated that copies of documents were
provided by Income Tax Department after 3-4 years of the raid, it is
submitted that accused has not given any explanation as to why the
accused has not complied with the provisions of Section 137 of the
Companies Act when they received documents from Income Tax
Department after 3-4 years from the date of raid.
8 Before proceeding ahead it is important to reproduce various provisions
of law referred by the parties during final arguments and are required to
be considered for deciding the present case:
CC No.2688/2017
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Section (60) of the Companies Act, 2013
“officer who is in default” for the purpose of any provision in this Act which enacts
that an officer of the company who is default shall be liable to any penalty or
punishment by way of imprisonment, fine or otherwise, means any of the following
officers of a company, namely:-
(vi) every director, in respect of a contravention of any of the provisions of this Act,
who is aware of such contravention by virtue of the receipt by him of any proceedings
of the Board or participation in such proceedings without objecting to the same, or
where such contravention had taken place with his consent or connivance;
Company to have Board of Directors –
(4) Every listed public company shall have at least one-third of the total number of
directors as independent directors and the Central Government may prescribe the
minimum number of independent directors in case of any class or classes of public
companies.
Explanation – For the purposes of this sub-section, any fraction contained in such
one-third number shall be rounded off as one.
Appointment of directors –
(2) Save as otherwise expressly provided in this Act, every director shall be appointed
by the company in general meeting.
Audit Committee –
(9) Every listed company or such class or classes of companies, as may be
prescribed, shall establish a vigil mechanism for director and employees to report
genuine concerns in such manner as may be prescribed.
(10) The vigil mechanism under sub-section (9) shall provide for adequate safeguards
against victimisation of persons who use such mechanism and make provision for
direct access to the chairperson of the Audit Committee in appropriate or exceptional
cases.
Schedule IV:
Code for Independent Directors
II. Role and Functions :
(4) satisfy themselves on the integrity of financial information and that financial
controls and the systems of risk management are robust and defensible;
(5) safeguard the interests of all stakeholders, particularly the minority shareholders;
III. Duties
(3) strive to attend all meetings of the Board of Directors and of the Board committees
of which he is member;
(4) participate constructively and actively in the committees of the Board in which
they are chairpersons or members;
(5) strive to attend the general meetings of the company;
The Companies (Meeting of Board and its Powers) Rules, 2014
(6) Committees of the Board –
The Board of directors of (every listed public company) and a company covered under
rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014
shall constitute an ‘Audit Committee’ and a ‘Nomination and Remuneration
Committee of the Board’.
96. Annual general meeting.- (1) Every company other than a One Person Company
shall in each year hold in addition to any other meetings, a general meeting as its
CC No.2688/2017
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annual general meeting and shall specify the meeting as such in the notices calling it,
and not more than fifteen months shall elapse between the date of one annual general
meeting of a company and that of the next:
Provided that in case of the first annual general meeting, it shall be held within a
period of nine months from the date of closing of the first financial year of the
company and in any other case, within a period of six months, from the date of closing
of the financial year:
Provided further that if a company holds its first annual general meeting as aforesaid,
it shall not be necessary for the company to hold any annual general meeting in the
year of its incorporation:
Provided also that the Registrar may, for any special reason, extend the time within
which any annual general meeting, other than the first annual general meeting, shall
be held, by a period not exceeding three months.
(2) Every annual general meeting shall be called during business hours, that is,
between 9 a.m. and 6 p.m. on any day that is not a National Holiday and shall be held
either at the registered office of the company or at some other place within the city,
town or village in which the registered office of the company is situate:
Provided further that the Central Government may exempt any company from the
provisions of this sub-section subject to such conditions as it may impose.
Explanation.– For the purposes of this sub-section, National Holiday means and
includes a day declared as National Holiday by the Central Government.
99. Punishment for default in complying with provisions of sections 96 to 98.- If any
default is made in holding a meeting of the company in accordance with section 96 or
section 97 or section 98 or in complying with any directions of the Tribunal, the
company and every officer of the company who is in default shall be punishable with
fine which may extend to one lakh rupees and in the case of a continuing default, with
a further fine which may extend to five thousand rupees for every day during which
such default continues.
137. Copy of financial statement to be filed with Registrar.- (1) A copy of the financial
statements, including consolidated financial statement, if any, along with all the
documents which are required to be or attached to such financial statements under
this Act, duly adopted at the annual general meeting of the company, shall be filed
with the Registrar within thirty days of the date of annual general meeting in such
manner, with such fees or additional fees as may be prescribed within the time
specified under section 403:
Provided that where the financial statements under sub-section (1) are not adopted at
annual general meeting or adjourned annual general meeting, such unadopted
financial statements along with the required documents under sub-section (1) shall be
filed with the Registrar within thirty days of the date of annual general meeting and
the Registrar shall take them in his records as provisional till the financial statements
are filed with him after their adoption in the adjourned annual general meeting for
that purpose:
Provided further that financial statements adopted in the adjourned annual general
meeting shall be filed with the Registrar within thirty days of the date of such
adjourned annual general meeting with such fees or such additional fees as may be
prescribed within the time specified under section 403:
Provided also that a One Person Company shall file a copy of the financial statements
duly adopted by its member, along with all the documents which are required to be
attached to such financial statements, within one hundred eighty days from the closure
of the financial year:
CC No.2688/2017
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Provided also that a company shall, along with its financial statements to be filed
with the Registrar, attach the accounts of its subsidiary or subsidiaries which have
been incorporated outside India and which have not established their place of
business in India.
(2) Where the annual general meeting of a company for any year has not been held,
the financial statements along with the documents required to be attached under sub-
section (1), duly signed along with the statement of facts and reasons for not holding
the annual general meeting shall be filed with the Registrar within thirty days of the
last date before which the annual general meeting should have been held and in such
manner, with such fees or additional fees as may be prescribed within the time
specified, under section 403.
(3) If a company fails to file the copy of the financial statements under sub-section (1)
or sub-section (2), as the case may be, before the expiry of the period specified in
section 403, the company shall be punishable with fine of one thousand rupees for
every day during which the failure continues but which shall not be more than ten
lakh rupees, and the managing director and the Chief Financial Officer of the
company, if any, and, in the absence of the managing director and the Chief Financial
Officer, any other director who is charged by the Board with the responsibility of
complying with the provisions of this section, and, in the absence of any such director,
all the directors of the company, shall be punishable with imprisonment for a term
which may extend to six months or with fine which shall not be less than one lakh
rupees but which may extend to five lakh rupees, or with both.
9 From the consideration of arguments and from the perusal of record
including written submissions, it is noted that it is admitted position
between the parties that the financial documents and annual return in
compliance of Section 137 of the Companies Act, 2013 have not been
filed by the accused persons till date. As far as the conducting of AGM is
concerned, it has been alleged on behalf of complainant that no AGM has
been conducted, however, on behalf of accused it has been alleged the
same has been conducted. It is noted that though it has been alleged
during final arguments on behalf of accused that accused No.1 company
had conducted AGM for the year ended on 31.03.2014, however, accused
persons have not brought any evidence in the form of minutes of meeting
of AGM or notice calling AGM or any other proof showing that AGM
was actually conducted by accused No.1 for the year ending on
31.03.2014. Further the rebuttal submissions advanced by learned
Company Prosecutor contain merit that there is no explanation from the
CC No.2688/2017
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side of accused as to why the financial documents which were supposed
to be filed by 30.10.2014 by accused No.1 company, were not filed /
uploaded on the website of ROC on behalf of accused No.1 company, if
the AGM was actually conducted in time for the year ending on
31.03.2014. Accused have not produced documents allegedly received by
them after 3-4 years of the search / raid conducted by Income Tax
Department, so as to show as to which documents were seized by them
and which of such documents were necessary to file the financial
statements and annual return of accused No.1 company in compliance of
Section 137 of the Companies Act, 2013. Further, no explanation has been
given on behalf of accused persons as to why accused persons have not
filed the financial documents and annual return on receiving the
documents from the Income Tax Department allegedly after 3-4 years
from the date of said inspection / raid. Even no provision of law or case
law has been cited on behalf of accused persons, so as to show that law
provides exemption to company and its directors from filing the financial
statements and annual return in compliance of Section 137 of the
Companies Act 2013 in some cases including the case where raid is
conducted by Income Tax Department and some / all documents were
seized and returned after 3-4 years of such inspection / raid. The accused
has also not brought any evidence / submissions so as to show that any
of the accused No.2 to 4 does not fall within the purview of officer in
default as per the provisions of the Companies Act, 2013. As per record
filed and proved by complainant, accused No.2 to 4 are the officers in
default being director of accused No.1 company.
10 In view of above discussion, the complainant has been able to
CC No.2688/2017
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prove beyond reasonable doubt that accused No.1 company has not
conducted AGM for the year ending on 31.03.2014 and has not filed
financial documents and annual return for the said financial year.
Accordingly, accused No.1 company and its director i.e. accused No.2 to
4 are convicted for offence under Section 99/137 of the Companies Act,
2013.
11 Accused persons are at liberty to collect the copy of judgment from
the Ahlmad of the court.
Digitally signed
Announced in open court MAYANK by MAYANK
MITTAL
on this 19th April, 2025 MITTAL 17:18:51
Date: 2025.04.19
+0530
MAYANK MITTAL
ACMM (Spl. Acts), CENTRAL
TIS HAZARI COURTS, DELHI
This judgment consists of 12 pages
and each and every page of this
judgment is signed by me.
CC No.2688/2017
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