The parties are common in all the three petitions. The complaint is also identical except for the relief. The 1st respondent sought for the prosecution of the accused for the offences under Section 63 of the Companies Act, 1956 (the Act, for short) and under Section 68 of the Act in the two complaints. The 1st respondent also sought for the prosecution of the accused for the offence under Section 628 of the Act in the 3rd complaint. Barring for the three penal provisions, rest of the contents of the complaints in the three cases is not similar but identical. The contentions of both sides are also identical. Consequently, all these three petitions are disposed of through this common order.

2. The petitioner is accused No. 2 in CC Nos. 125, 126 and 127 of 2010 on the file of the Special Judge for Economic Offences, Hyderabad. In all the cases, there are nine accused. In CC No. 125 of 2010, it is contended that the accused are liable for punishment under Section 63 of the Act. In CC No. 126 of 2010, it is alleged that the accused are punishable under Section 68 of the Act while in CC No. 127 of 2010 the violation was in respect of Section 628 of the Act. Accused No. 1 is M/s. Sibar Software Services (India) Limited, Vijayawada. It is a Company. Accused 2, 3 and 5 to 9 are said to be the Directors of the Company. Accused No. 4 is the Managing Director. Accused No. 1 issued a Prospectus on 8.12.1999 calling for subscription for public issue of Rs. 35,00,000/- of equity shares from 29.12.1999 till 4.1.2000.

3. The substratum of the allegation is that the statements made in the Prospectus are knowingly false, so much so, all the accused including accused No. 2 are liable for punishment under Sections 63, 68 and 628 of the Act. The complaint was lodged on 10.3.2010. The Prospectus was issued on 8.12.1999.

4. Sri Vedula Venkataramana, learned Senior Counsel for accused No. 2, contended that (a) the complaint did not make out the ingredients of the penal provisions, (b) two of the complaints are barred under Section 468(2)(c) Cr.P.C and (c) no specific overt acts are made against accused No. 2 in respect of any of the alleged criminal activities and that the case against accused No. 2 consequently deserves to be quashed.

5. The allegations to the complaint are as follows:

(a) The 1st accused issued Prospectus with the object to expand the Software Development Centre at Hyderabad and also to establish a Software Development Centre at Vijayawada, (b) to invest in subsidiaries in Mauritius and other foreign countries to support its marketing activities, (c) to purchase hardware and software and to upgrade existing software and hardware, (c) to meet the margin money requirements for working capital, (e) to meet the expenses of the issue and (f) to enlist the Company's shares in recognized Stock Exchanges. The Prospectus also projected the cost of the project and pointed out that the Company requires Rs. 1,24,00,000/- for long term working capital. These facts are admitted and are not in dispute.

6. It is contended by the 1st respondent-de facto complainant that the balance sheet audited as on 31.3.2000 shows that accused No. 1-Company has not invested any monies in Overseas Associated Companies and diversified the public issue money to a local Company in which one of the Directors has special interest. The balance sheet dated 31.3.2001 reveals that accused No. 1-Company invested Rs. 1,07,00,000/- in equity of Secured Information Technologies Incorporation as against the proposed investment of Rs. 2,00,00,000/- as promised in the Prospectus. Similarly, the balance sheet dated 31.3.2002 disclosed that accused No. 1 - Company enhanced its investment to Rs. 1,41,00,000/- in Secure Information Technologies Limited from Rs. 1,07,00,000/- and that the remaining investments were made in other Indian Companies and Inter Corporate Deposits. The balance sheet as on 31.3.2003 disclosed that accused No. 1 - Company has not made any investments in any Ove