##PAGE1##

CRL OP No. 3018 of 2023

IN THE HIGH COURT OF JUDICATURE AT MADRAS

DATED: 02-04-2026

CORAM

THE HON'BLE MR JUSTICE G.K. ILANTHIRAIYAN

Crl.O.P.No. 3018 of 2023 and

Crl.M.P.No. 1805 of 2023 Ms.Smitha Ramachandran

S/o. Ramachandran, Z-107 Flat No.74c,5th Avenue,

Annanagar,Chennai - 600 040 ..Petitioner

Vs

The Assistant Registrar of Companies Tamilnadu, Chennai

Having Office at Shastri Bhavan,

No.26,Haddows Road, Chennai - 600 006

..Respondent

Prayer: Criminal Original Petition has been filed under Section 482 of Cr.P.C. to call for the records in E.O.C.C.No.88 of 2019 on the file of the Additional metropolitan Magistrate Economic offences at Egmore Chennai and to quash

the same.

For Petitioner: Mr.M.Murthy For Respondent: Mr.C.Samivel

__________ Page1 of 12

https://www.mhc.tn.gov.in/judis ( Uploaded on: 29/05/2026 03:56:57 pm )

CRL OP No. 3018 of 2023

ORDER

This Criminal Original petition has been filed to quash the pending

proceedings in E.O.C.C. No.88 of 2019 pending on the file of the learned Additional Chief Metropolitan Magistrate, Economic Offences Court, Egmore,

Chennai.

2. The case of the prosecution is that the company M/s. Info-Drive

Software Limited was registered on 16.03.1988 under Companies Act and the accused No.1 company is represented by the accused Nos.2 to 9, who were the officers of the company. The accused No.2 to 9 were the officers of the company when the offence was committed as per the particulars filed in the office of the complainant and he is the officer in default within the meaning of Section 2(60) of the Act, 2013. On examination of the Directors' Report for the financial year 2014-15, it was found that the accused, during 2014-15, have issued 91 Zero Coupon Foreign Currency Convertible Bonds of US$100,000 each due for conversion in 2019. The accused have converted 18 FCCBs into 10,81,62,000 equity shares of Rs.1/- each in terms of conversion notices received from the bondholders. Consequently, the paid up share capital of the accused company as increased from Rs.45,09,02,200/- equity shares of Rs.1/- each to Rs.55,90,64,200 equity shares of Rs.1/- each. Likewise, during the financial year 2015-16, the accused have alloted 10,81,62,000 equity shares

__________ Page2 of 12

https://www.mhc.tn.gov.in/judis ( Uploaded on: 29/05/2026 03:56:57 pm )

CRL OP No. 3018 of 2023

consequent to the notice received from bondholders for conversion of the 11 Foreign Currency Convertible Bonds for total value of US$1.8 million at a conversion price of Rs.1/- per share translated from US$ at the fixed exchange rate of Rs.60.09 per US$. Consequently, the paid up share capital of the accused company has increased from 55,90,64,200 equity shares of Rs.1/- each to 62,51,63,200 equity shares of Rs.1/- each. As on 31st March 2016, 62 FCCBs were outstanding. As per Section 39(4) of the Act read with Rule 12 of the Companies (Prospectus and Allotment of Securities) whenever, the company having share capital makes any allotment of securities, shall file PAS-3 with the Registrar within 30 days. But the accused have not filed PAS-3 with the Registrar. Therefore, there is a violation under Section 39(4) of the Act and thereby, the accused have to be prosecuted under Section 39(5) of the Companies Act. Now the 9th accused challenged the said cognizance taken by

the learned Magistrate through this petition.

3. The learned counsel appearing for the petitioner would contend that

the respondent has filed a complaint stating that during the financial year 2014-15, the company had alloted 10,81,62,000 equity shares consequent to the conversion notice received from the bondholders for conversion of the Foreign Currency Convertible Bonds for total value of US$1.8 million at a conversion price of Rs.1 per share translated from US$ at the fixed exchange rate of

__________ Page3 of 12

https://www.mhc.tn.gov.in/judis ( Uploaded on: 29/05/2026 03:56:57 pm )

CRL OP No. 3018 of 2023

Rs.60.09 per US$, in accordance with the terms of the offe