ORDER :

1. The present petition has been filed to call for the records in E.O.C.C. No. 299 of 2015 on the file of learned Additional Chief Metropolitan Magistrate EO-1, Allikulam Moore Market, Chennai and quash the same.

2. The case of the petitioner is that he was appointed as Managing Director of the company M/s Eduexel Infotainment Limited [hereinafter referred to as ‘Company’] as on 05.05.2011. The company was involved in the business of film distribution. The petitioner had put his expertise in the running of the company effectually and smoothly during his tenure. During October 2012, the petitioner submitted the letter to the Board of Directors informing his decision to step down as the Managing Director of the company due to his personal reasons. Thereafter, the petitioner addressed a letter dated 05.09.2013 to the Board of Directors of the company stating that he had resigned from the company as Director, Managing Director and all executions of the Company. The petitioner was in no way connected with the company or in the day today functioning of the company as on 05.09.2013. At present, the petitioner is working in Nigeria, he had twenty plus years of international experience in business development and marketing, finance and fund raising, organisation building and general management. The petitioner through one of the accused, viz. Director had came to know about the case in E.O.C.C No. 299 of 2015 was filed before the learned Addl. Chief Metropolitan Magistrate, EO-I, Allikulam, Moore Market, Chennai on receipt of the complaint lodged by the respondent for non-appointment of Woman Director in the company and took up steps to follow the same.

3. It is the further case of the petitioner that the respondent had filed a complaint under Section 149 of the Companies Act, 2013 and as per the same, the company, should have appointed atleast one Woman Director as on 01.04.2015 and the respondent held that the petitioner is liable to be punished under Section 172 of the Companies Act, 2013. Further, the respondent had sent a show-cause notice to the company on 27.07.2015, since no reply was received, the respondent filed the present complaint. The persons, who are in charge of the company at present, had not filed the requisite forms (Form No. 32) before the respondent despite various requests and reminders to do so. Even the petitioner himself by letter dated 29.03.2014 and subsequent follow-up letter dated 22.08.2014 had informed the respondent about the willful neglect committed by the company by not filing the Form 32 for having his name deleted as Director of the company. Since the petitioner had resigned from the Directorship in the company with effect from 05.09.2013, he had no control over the affairs relating to the company thereafter. The respondent should have ascertained who are the present Directors of the Company in charge of the affairs of the company and issued the show-cause notice to them and they have failed to do so. As no case is made out warranting any prosecution as against the petitioner, the learned Magistrate, had wrongly taken cognizance of the case, hence this petition to quash the same.

4. The learned counsel for the petitioner submits that the present complaint is filed under the provisions of the New Companies Act, 2013, wherein the said act came into force only in the year 2014 i.e. 01.04.2014 and the petitioner by letter dated 05.09.2013 had addressed to the Board of Directors his resignation and he is no way connected to the company. Further, the respondent failed to make proper investigation about the present directors/officers of the company, who had actually failed to obey the show-cause notice on behalf of the company issued by the respondent.

5. The learned counsel for the petitioner also submits that in the annual report for the year 2013-2014 filed by the company with the respondent, it is very clearly stated at Page No. 8, that the petitioner had resigned from the Board and that the Board t