A company is not required to submit a statement under Section 217(2A) of the Companies Act, 1956, indicating that there was no employee meeting the specified criteria if no such employee existed during the relevant period.

( 1 ) BY the instant application under Section 482 of the Code of Criminal procedure the petitioners have sought quashing of the proceedings in Case no. C/4132/2001 under Section 217 (5) of the Companies Act, 1956 (in short the Act) pending before the learned Metropolitan Magistrate, 10th Court, calcutta.

( 2 ) THE facts anterior to filing of the instant application may briefly be narrated thus.

( 3 ) M/s. East India Pharmaceuticals Works Limited (hereinafter referred to as the Company) was incorporated under the Indian Companies Act, 1913 on 27th April, 1936 bearing registration No. 21-O8598 and having its registered office at 6, Little Russel Street, Kolkata-700 071. Petitioner Nos. 1 and 2 are the Joint Managing Directors and petitioner Nos. 3 and 4 are the Directors of the Company. For the financial year ending 31st March, 1993 the statutory annual General Meeting (AGM) of the Company was held on 17th September, 1993 and the said meeting audited accounts of the company for the said financial year, reports of the Directors and auditors of the Company were considered and adopted. Under Section 220 of the Act, the notice of AGM with audited accounts, reports of the Directors and auditors were filed with the authority concerned.

( 4 ) OH 4th November, 1993 the Regional Director, Department of company Affairs, Government of India issued a notice to the Company informing that the authorised representative of the Directorate would inspect records of the Company including balance-sheet and profit and loss accounts together with reports of Directors and Auditors for last three accounting years. Inspection was accordingly made by the representative of the Directorate and by the letter dated 18th November, 1993 the Company furnished information required by the Directorate.

( 5 ) ON 21st December, 1993 the Joint Director, Department of company Affairs informed the Company that during course of inspection in relation to books of account and statutory records of the Company various irregularities including omission to provide particulars of shares the Managing directors under Section 217 (2a) of the Act were found. It has been alleged in para 7 of the said letter that the Company has not furnished the details of information in regard to shares held by the employees in the annexure to the director's report for the year 1992-93 in terms of the provision of Section 217 (2a) of the Act. By the said letter the Company was asked to furnish the required information as enumerated therein within ten days from the date of issue of that letter. By the letter dated 8th January, 1994 the Company asked for time to furnish clarification of those alleged irregularities. By the letter dated 12th January, 1994 addressed to the authority concerned the Company submitted clarification of the alleged irregularities. After consideration of the company's clarification with regard to various irregularities the Deputy Registrar of Companies issued the notice dated 16th June, 2000 alleging violation of section 217 (2a) of the Act and the Company or its Directors who were in default were asked to show cause as to why penal action under Section 217 (5) of the Act should not be initiated. On 13th December, 2000 the Deputy registrar of Companies issued further notice alleging violation of Section 217 (2a) of the Act and asked the Company or its Directors who were in default to show-cause why penal action under Section 217 (5) of the Act should not be initiated.

( 6 ) BY the letter dated 14th August, 2000 the Company informed the present opposite party Mr. K. A. Rao, Deputy Registrar of Companies, West bengal that there had been no violation of Section 217 (2a) of the Act as there was no such employee drawing salary in excess of that of the Managing director during the relevant period and it was further explained that delay to submit reply to the show-cause notice was due to fire in the office building of the Company. On 29th September, 2001 the p