Judgment:
CA No. 453 of 2009
CP No. 268 of 2009
IN THE HIGH COURT AT CALCUTTA
ORIGINAL JURISDICTION
IN THE MATTER OF:
USHA MARTIN LIMITED
-AND-
PURANDAR BHATTACHARY
Versus
THE REGISTRAR OF COMPANIES, WEST BENGAL
BEFORE:
The Hon'ble JUSTICE SANJIB BANERJEE
Date : 21st February, 2012.
Appearance:
Mr. S. N. Mookerji, Sr. Adv.
Ms. Manju Bhuteria, Adv.
Ms. Soma Chatterjee, Adv.
The Court : The petition under Section 633(2) of the Companies Act, 1956 relates to seven charges included by the Registrar in a show- cause notice of April 17, 2009. It appears that the Registrar's office noticed the perceived discrepancies following an inspection under Section 209A of the Act. Prior to the issuance of the show-cause notice, the observations of the officers were made known to the company and the company had furnished an explanation. The show-cause notice was issued upon the company's explanation not being found to be satisfactory. Of the several charges levelled in the show-cause notice of April 17, 2009, the present petition is restricted to seven, including three for 2
alleged violation of the provisions of Section 209(3)(b) of the Act, and the other four for violation of the provisions of Section 211 of the Act whether read with Schedule VI to the Act or with the Accounting Standards, adherence to which has become mandatory under the amended provisions of Section 211.
In respect of the other charges, the petitioner nos.1 to 11 say that appropriate steps have been taken under Section 621A of the Companies Act.
The charges levelled under Section 209(3)(b) relate to the dealing of the interest received by the company and cover the annual accounts of the company for the periods ended March 31, 2006, March 31, 2007 and March 31, 2008. The Registrar is of the opinion that since the company did not account for interest on accrual basis but provided for interest only upon the interest being tendered by some of its creditors, there was a contravention of the applicable provisions. It does not appear that the company or the petitioner nos.1 to 11 attempted to profit from what has been complained of or either benefited from or caused any prejudice to any other by treating the interest in the manner that it has been done. The technical transgression of the applicable provisions ought to be excused.
The alleged violations under Section 211 of the Act relate to the treatment of accounts and reflect the varying opinions of the company and 3
the Registrar as to the manner of treatment of certain entries. It does not appear, again, that the company or the petitioner nos.1 to 11 benefited from treating the relevant entries in the manner that they have been done or that such treatment prejudicially affected any person. In any event, when there appear to be genuine differences in the matter of treatment of accounts, such issue ought ordinarily not to be made the subject-matter of any criminal proceedings unless it is established that no reasonable person could have held the view that is complained of. The petitioner nos.1 to 11 are excused for the minor transgression of the applicable provisions, if at all. The petitioner nos.1 to 11 will pay costs assessed at 3000 GM to the Registrar of Companies and such money will be treated in the same manner as filing fees and late fines are treated in the office of the Registrar. CP No.268 of 2009 and CA No.453 of 2009 are disposed of. Urgent certified photocopies of this order, if applied for, be supplied to the parties subject to compliance with all requisite formalities. (SANJIB BANERJEE, J.)
bp.
A.R(C.R)