M.A.A. Khan, J. - (1.) This petition under Sec. 482 read with Sec. 397 CrPC challenges the order dated November 17th, 1995 whereby the learned trial Magistrate rejected petitioners application against his summoning as an accused of the offence under Sec. 372 of the Companies Act. 1956 (the Act) in Criminal (Complaint) Case No. 2 of 1994 Registrar of Companies, Jaipur vs. Sanjay Dalmia & Ors.
(2.) The relevant facts are these : M/s Dalmia Industries Ltd. (DEL), formerly know as M/s. Dalmia Dairy Industries Ltd. is a company incorporated on 21.4.1937 under the Companies Act, 1913 and duly registered as such with Registrar of Companies, Jaipur. It has its registered office at Ghana Sewer Bye-pass Road. Bharatpur, Rajasthan. At the relevant point of time the present petitioner held the position of Company Secretary in the said company.
(3.) Sometimes in the year 1986 the DEL thought o f floating a subsidiary company in Nepal for manufacture o f instant powder, strained, dry baby fo od products etc. based on vegetables and fruits. It accordingly approached the Cenral Government for requisite permission as per provisions contained in Sec. 27 (3) of the Foreign Exchange Regulation Act, 1973 (FERA). The Central Government permitted the DIL to set up its subsidiary company in Nepal in the name of M/s. Dalmia Industries (Nepal) Ltd. (Nepal Company) with Equity of Rs. 5.39 Crores comprising of investment of Rs. 0.80 Crores in Nepal currency and of Rs. 4.59 Crores in import of plant and machinery. The permission so accorded to DEL on its application dated 4.4.1986 was subsequenly modified on 19.8.87 by making it obligatory for the DIL to have and retain at least 51% of the share capital of the Nepal Company. The DIL accordingly set up the Nepal company, as its subsidiary and made an investment of Rs. 15,86,115/- (Nepali Rupees 26,64,673/-) from time to time upto 31.3.88 reflecting the same in its Balance- sheet for the year 1988 which was duly sent alongwith a letter dated 22.8.1988 to the Registrar of Companies, the complainant-respondent (Annex. I). The fact that the DIL had the power to appoint majority of the Director on the Board of Directors of the Nepal Company was also incorporated in Articles 18(C)l and 2(C) of the Article of Association of the Nepal Company.;