Registrar of Companies Vs Ranjan Meghani (Calcutta High Court)
The Calcutta High Court upheld the discharge of Ranjan Meghani, a practicing Chartered Accountant, from criminal proceedings concerning certification of company e-Forms. The Registrar of Companies had challenged the Special Court’s order dated 13.07.2021, which discharged Meghani and another accused from prosecution under provisions of the Companies Act, including Section 628 read with Section 75 of the Companies Act, 1956 and relevant provisions of the Companies Act, 2013.
The prosecution arose from an investigation into Adorable Agrotech Limited, where the company’s authorised capital had increased substantially between 2010 and 2014 through issuance of Non-Convertible Redeemable Preference Shares. The ROC alleged irregularities in allotments and filings. Meghani’s role was limited to professional certification of statutory electronic forms. The complaint specifically attributed mala fide intention and filing of allegedly false forms to company director Biswajit Biswas.
The Court considered whether an independent Chartered Accountant certifying statutory returns could be prosecuted under Section 628 without specific allegations establishing mens rea, active connivance or personal knowledge of falsification, and whether the prosecution was barred by limitation.
The Court held that an independent professional cannot be prosecuted merely because the person does not fall within the statutory definition of an executive “officer”; active complicity with mens rea can attract Section 628. However, the complaint contained no specific foundational averments or material showing Meghani’s personal knowledge or active connivance in the alleged falsification.
