Satyavrat Verma, J. – Heard learned counsel for the petitioners and learned counsel appearing for the Union of India.

2. The present application has been filed seeking quashing of the order dated 27.04.2011 in Complaint Case No. 65(C) of 2011 passed by the learned Special Court, Economic Offences, Patna whereby cognizance has been taken of the offences under Sections 159 and 162(1) of the Companies Act, 1956 against the petitioners.

3. Learned counsel for the petitioner submits that from submissions made hereinafter, it would manifest that the said complaint case was instituted maliciously by the Registrar of the Companies. It is further submitted that the Registrar despite being aware of the entire fact that the Company in question had already merged with another Company which had sanction of the Hon’ble Jharkhand High Court still proceeded to institute the present complaint. It is next submitted that opposite party filed a complaint against the petitioners before the learned Special Court, Economic Offences, Patna under Sections 159 and 162(1) of the Companies Act, 1956 alleging therein that the petitioners have not filed the balance sheet and profit and loss account of the Company for the year 2009-2010 before the office of the Registrar of the Companies, Bihar and Jharkhand, Patna. It is also submitted that in pursuance of the aforesaid complaint, cognizance came to be taken. It is further submitted that the Company in question in the present complaint is M/s Satyam Ferro Tech Limited bearing Registration No. 03-9902 having its registered office at Giridih, Jharkhand. It is next submitted that petitioners also are Directors of one another Company, namely, Shivam Iron and Steel Company Limited having its registered office at Kolkata, West Bengal. It is also submitted that the accused Company was not operative for last several years and thus the petitioners felt the need of merging the accused Company with the Company, namely, Shivam Iron and Steel Company Limited. It is further submitted that after observing all the formalities a company petition under the Companies Act, 1956 being Company Petition No. 03 of 2008 was filed before the Hon’ble Jharkhand High Court at Ranchi under Sections 391(1) and 394 of the Companies Act, 1956. It is next submitted that the complainant was also furnished a copy of the said petition filed before the Hon’ble Jharkhand High Court in connection with amalgamation of the accused Company with Shivam Iron and Steel Company Limited vide letter dated 05.02.2009, as would be evident from Annexure-2 to this application. It is also submitted that the complainant also gave his no objection to the dissolution of the accused Company in course of its merger with Shivam Iron and Steel Company Limited thereafter the Hon’ble Jharkhand High Court vide order dated 28.08.2009 allowed the Company Petition No. 03 of 2008 and sanctioned the scheme of merger w.e.f. 01.04.2007.

4. Learned counsel for the petitioner submits that in view of the facts recorded hereinabove it becomes clear that the complaint petition itself was baseless and misconceived for the reason that the accused Company had the sanction of the Hon’ble Jharkhand High Court to be merged with Shivam Iron and Steel Company Limited after no objection was given by the complainant. Further, the order by the Hon’ble Jharkhand High Court dated 28.08.2009 was also passed in presence of the complainant.

5. Learned counsel for the petitioner submits that Section 581 ZN(11) of the Companies Act provides that once the assets and liabilities of a company are transferred in accordance with the provisions of sub-section (9) or where there is merger under sub-section (2) the registration of the merging company would stand cancelled and that the company shall be deemed to have been dissolved and cease to exist forthwith, as such, what is not disputed rather stands admitted is that the accused Company cease to exist from the date of the order dated 28.08.2009 passed by th