ORDER

Present petition is preferred by the petitioner under Section

482 of Cr.P.C. seeking quashment of private complaint filed at the instance of respondent whereby respondent preferred a private complaint for alleged offence under Section 74(3) r/w Section

74(2)(3) of Companies Act, 2013 (for brevity ' Act, 2013').

2.

In the aforesaid circumstances, fact and grounds it is most humbly prayed that proceeding against the petitioner n case no.34/2017 (Registrar of Companies Vs. M/s. Plethico Pharmaceuticals Limited and Others) pending before Special Judge (Companies Act 2013) may kindly be quashed and any other order which this Hon'ble Court deems fit in the circumstances of the case may kindly also be passed.

3. Plethico Pharmaceuticals Private Limited (hereinafter shall be referred to as “Company”) was incorporated as private limited company under companies Act, 1956. Later on it got converted into a Limited Company and it continued to be so. Petitioner as submitted was appointed as Additional Director in the category of Non-executive Independent Director in the Company w.e.f. 29/11/2006 pursuant to Section 263 of Companies Act, 1956. As the Company was listed Company, pursuant to clause 49 of Listing Agreement, it was required in the composition of Board to have minimum two Directors in the category of Non-executive

Independent Directors.

4. per Section 58-A of Companies Act, 1956 and accordingly the Company issued invitation for acceptance of deposits vide advertisement dated 14/2/2011. In response to the said invitation, the said Company received deposits which were to be paid back after a specified time. Board of Directors specifically authorized Chairman cum Managing Director, CEO cum Whole-time Director of the Company to repay the deposits and for necessary compliance related to the said deposits accepted by the Company.

5. Director between the period 31.03.2015 to 25.03.2016. It is further submitted that in effect she remained as Woman Independent Director for seven days for period the period 31.03.2015 to

07.04.2015 because by that time Official Liquidator has been appointed by this Court (Indore Bench) in Comp No.35/2013 vide order dated 07.04.2015. Therefore, based upon such short stint as Woman Independent Director, learned counsel for the petitioner craved the indulgence of this Court in respect of Section 149(12) of the Companies Act, 2013 to submit that she cannot be held liable.

6. other grounds as raised in MCRC.No.42303/2022 (Pramod Kishore Shrivastava Vs. The UOI and Anr.) have already been discussed vide order dated 07.12.2022 therefore, petitioner does not intend to argue on those points. However, he categorically stressed over the point that his case is distinguishable on facts on many counts.

7. dated 07.12.2022 passed in MCRC.No.42303/2022 and submitted that scope of role of petitioner as per Section 149(12) of Act, 2013 can very well be judged in trial and at present scope of Section 482 dose not warrant such inquiry. It is further submitted that points as tried to be raised by the petitioner are already taken care of in order dated 07.12.2022 therefore, said points cannot be taken into consideration. However, on Section 149(12) of the Act, 2013, it is the submission that admittedly petitioner remained as Woman

Director for the time being and her respective role and scope of Section 149(12) of the Act would only be tested in trial and prayed for dismissal of petition.

8.

appended thereto.

9. Director in the company and she remained as Director for one year. Her role vis a vis Section 149(12) of the Act, 2013 can only be tested on the anvil of evidence led by the parties in trial because Section 149(12) of the Act, 2013 refers liability of an Independent Director and Non-Executive Director (not being promoter or key managerial personnel) on the basis of certain contingencies as referred into it. Therefore, whether those contingencies existed or not can only be deciphered through trial and evidence led into it and not