SUVRA GHOSH,J. - (1.) In the present revisional application under article 227 of the Constitution of India read with sections 401/482 of the Code of Criminal Procedure, the petitioners have prayed for quashing of proceedings of complaint case no. 15 of 2018 filed by the opposite party before the Learned 2nd Special Court, Calcutta for offence punishable under sections 118(2) and (7) read with sections 447/448 of the Companies Act, 2013.
(2.) The contention of the petitioners, in a nutshell, is that petitioner no. 1 is a company registered under the provisions of the Companies Act, 2013 and petitioner no. 2 is the erstwhile manager of the company. Petitioner no. 1 applied to the Reserve Bank of India vide application dated 28th March, 2014 for being registered as Core Investment Company (CIC) pursuant to the Core Investment Companies (Reserve Bank) Directions, 2011 following which the Reserve Bank of India vide letter dated 6th May, 2014 sought certain clarifications and documents from the petitioner company. A meeting of the Board of Directors of the company was held on 11th June, 2014 and in course of preparing the minutes of the said meeting in compliance with section 118(1) of the Companies Act, 2013, it was erroneously recorded in item no. 12 of the minutes that the company submitted application with the Reserve Bank of India for its de- registration as NBFC and registration as a CIC. Such recording was an inadvertent/typographical error as the company was not a registered Non Banking Financial Company (NBFC) at the relevant time and the question of de-registration as NBFC did not arise. The said error was detected by the company subsequently and in a meeting of its Board of Directors held on 9th September, 2015 the error was rectified.
(3.) It is further contended that sometime in February, 2016 the opposite party inspected the books of accounts and other relevant records of the company under section 206(5) of the Act of 2013 and detected the erroneous recording in the minutes of the meeting dated 11th June, 2014. The company was asked to show cause as to why prosecution would not be initiated against it under the provisions of sections 118(2) and (7) read with sections 447/448 of the Act for violation of the said provisions of law by the company, such notice being issued on 24th August, 2018. In reply to the said notice, the company explained the inadvertent mistake as well as its rectification vide letter dated 20th September, 2018. The said explanation was not found to be satisfactory by the opposite party who lodged the complaint against the petitioners.;