( 1 ) PETITION Nos. 106 of 1997, 661, 663 and 110 of 1997 are for offences under the Companies Act and Petition Nos. 662, 108, 107, 109, 664, 665, 666, 3085 and 3086 all of 1997 are for offences under the Indian Penal Code. These two groups of matters, though apparently filed for offences under different acts, are very much interconnected not only because of the parties joined, but also because of the factual background which they share in different complaints allegedly constituting the offence under either the Companies Act or under the Indian Penal code.

( 2 ) AS many as 19 accused came to be joined in different complaints in respect of which, in all, aforesaid 13 petitions have been filed. Accused No. 1 and accused no. 7 in all the complaints are respectively a Private Limited Company and a Public limited Company. Accused Nos. 2 to 6 are connected with accused No. 1 Company either as a Director or as a Managing Director, as the case may be. Same is the situation with regard to accused Nos. 8 to 19 in relation to accused No. 7 Company.

( 3 ) ACCUSED No. 7 Company had decided to come out with a public issue on or about 9-12-1995 worth Rs. 446. 76 lakhs. 44,67,600 Equity Shares of the face value of Rs. 10. 00 were, therefore, floated and offered to public.

( 4 ) THE complainant, in each of the cases, had applied for the shares and had paid money also for shares being allotted to them.

( 5 ) ACCUSED No. 1 Company was acting, as Registrar to issue, as understood under the capital issue market and regulations, statutes, etc. governing the same, though strictly speaking, under the Companies Act, they do not find any mention whatsoever. For the offences under the Companies Act, therefore, if at all there be any one responsible, it would be accused No. 7 Company and all or any of its directors from accused Nos. 8 to 19. As a corollary thereto for offences, if any, under the Companies Act, accused No. 1 Company which will now be referred to as "registrar to issue", and its Directors from Nos. 2 to 6 could not be held responsible.

( 6 ) SO far as the complaints are concerned, either it be under the Companies Act or under the Indian Penal Code, the averments made are identical and except for the change to be found as to the reference of provisions constituting the alleged offences either under the Companies Act or under the Indian Penal Code and this is the only difference to be found between the two sets of complaints.

( 7 ) IN this background, all the matters are being disposed of by this common judgment with the consent of the parties.

( 8 ) THE grievance made in the complaint is that the original complainants, though had paid the amount and had fulfilled all other conditions as to the allotment, were not given the share certificates. Had this been the only base, probably, there would have been hardly any discussion with regard to the alleged offences particularly for accused Nos. 7 to 19. To an extent, probably, accused Nos. 1 to 6 also should be held responsible.

( 9 ) HOWEVER, the facts, as borne out from the record is that, after the closure date of the public issue, within reasonable time, the various applicants to the issue should receive the share certificates, or intimation as to allotment, but the complainants did not get any definite information. So far as the original share certificates are concerned, it is an agreed position that the complainants did not receive the same.

( 10 ) HOWEVER, the complaints that came to be filed on or about 18-3-1996 was preceded by exchange of correspondence between the complainant and accused No. 7 Company, as also with accused No. 1 Company. The prompt response of accused nos. 1 and 7 Company was that though the share certificates are despatched, in case they are not received by the respective allottee/applicant, the Company is prepared to undertake the exercise of issuing duplicate share certificates for which the allottee/ applicant will have to comply with certain requir