Subodh Kumar Goel vs State Of Bihar and Anr

IN THE HIGH COURT OF JUDICATURE AT PATNA
CRIMINAL MISCELLANEOUS No.2849 of 2018
CNR No. BRHC010518022017
Arising Out of PS. Case No.-41 Year-2014 Thana- GOVERNMENT OFFICIAL COMP.
District- Patna
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Subodh Kumar Goel S/o Matadin Goel, R/o 5th Floor, Santosha Complex,
P.S.- Kotwali, Town and District- Patna.
... ... Petitioner
Versus
1. State Of Bihar and Anr
2. The Registrar of Companies, Bihar and Jharkhand, having its Office at
Mauryalok Complex , 4th Floor
... ... Opposite Parties
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Appearance :
For the Petitioner/s : Mr. Vikash Khanna, Adv.
Mrs. Twinkle Kumari, Adv.
For the Opposite Party/s : Mr. Sri Bharat Bhushan, APP
For the O.P. No. 2(ROC): Mr. Anshay Bahadur Mathur, C.G.C.
======================================================
CORAM: HONOURABLE MR. JUSTICE ANSUL
CAV JUDGMENT
Date : 28-10-2026
This is an application under Section 482 of the Code of
Criminal Procedure, 1973. The prosecution in question is under
Section 233 of the Companies Act, 1956 for contravention of
Section 227(2) read with Section 211(1) and (2) and Schedule VI
of that Act.
2. The petitioner has prayed for quashing of the order
dated 15.09.2016 passed by the learned Special Judge, Economic
Offences, Patna in Complaint Case No. 41(C) of 2014/8494(C) of
2014, whereby cognizance of the offence under Section 233 of the

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Companies Act, 1956 has been taken against him and summons
issued.
3. Heard learned counsel for the petitioner, learned APP
for the State and learned Central Government Counsel appearing
for the Registrar of Companies (opposite party no. 2).
4. The petitioner is a Chartered Accountant. He was the
statutory auditor of M/s Geeta Steels Tubes Pvt. Ltd., a private
company registered at Patna, for the years ending on 31.03.2009,
31.03.2010 and 31.03.2011. The books of the company were
inspected under Section 209A of the Companies Act, 1956. On the
basis of the inspection report the Registrar of Companies issued a
show cause notice dated 14.08.2013 to the petitioner, which he
answered on 26.08.2013 and again on 30.08.2013. The replies
were not found satisfactory. The complaint was received in the
court below on 16.01.2014. According to the complainant the
accounts of the company did not conform to Section 211 and
Schedule VI on ten counts and the petitioner, as auditor, had not
qualified his report on any of them. Cognizance was taken on
15.09.2016.
5. By order dated 24.09.2018 further proceeding in the
complaint case was stayed. Learned counsel for the Registrar of
Companies had then prayed for time to file reply. No counter

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affidavit has been filed since. The interim protection has
continued.
6. On 29.08.2026 learned counsel for the petitioner
submitted that some development had taken place after the filing
of this application which he wished to bring on record. A
supplementary affidavit was filed on 03.09.2026. Its copy was
received by learned Central Government Counsel on the same day.
Judgment was reserved on 14.10.2026.
7. On 09.08.2022 the petitioner applied under Section
441 of the Companies Act, 2013 through e-Form GNL-1 (SRN
F20213690) for compounding of the contravention of Section 227
of the Companies Act, 1956. The application was made to the
Registrar of Companies, Bihar, who forwarded it with his
comments by letter dated 20.09.2022 to the Regional Director,
Eastern Region, Ministry of Corporate Affairs, Kolkata. In that
report the Registrar stated that prosecution under Section 227(2) of
the Companies Act, 1956 on ten counts had been filed against the
auditor before the Special Judge, Economic Offences, Patna and
was pending. The case number appears typed as 8496/2014 with a
correction in hand to 8494. The Registrar did not object to the
application.

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8. The Regional Director, by order dated 19.10.2022
passed in Application No. RD/ER/441/23/22/6816, compounded
the offence relating to contravention of Section 227 of the
Companies Act, 1956 on payment of a compounding fee of Rs.
1,20,000/-. The petitioner had deposited the amount in the Central
Government account on 16.10.2022 vide Challan SRN X26228692
and that is recorded in the order itself, which is Annexure P/4. A
copy of the order was marked to the Registrar of Companies, Bihar
with reference to his own letter dated 20.09.2022. The petitioner
also wrote to the Registrar on 02.12.2022 enclosing the order. That
letter bears the receiving seal of the office of the same date
(Annexure P/5).
9. Nothing was done thereafter by the Registrar of
Companies. The compounding was never brought to the notice of
the learned Special Judge. The complaint case thus still stands
pending against the petitioner in the court below, held only by the
stay order of this Court.
10. Section 441(3)(d) of the Companies Act, 2013 reads
as follows:
“(d) Where the compounding of any offence
is made after the institution of any prosecution, such
compounding shall be brought by the Registrar in
writing, to the notice of the court in which the
prosecution is pending and on such notice of the
compounding of the offence being given, the company

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or its officer in relation to whom the offence is so
compounded shall be discharged.”
11. Where an offence is compounded after the
prosecution has been instituted, the duty to bring that fact to the
notice of the court lies on the Registrar, and it has to be done in
writing. The accused is not the one required to do it. Once the
notice is given the company or its officer in relation to whom the
offence is compounded is to be discharged. Nothing is left for the
court in which the prosecution is pending to decide.
12. Here the Registrar of Companies is himself the
complainant. He received the compounding application, forwarded
it, reported to the Regional Director that this very prosecution was
pending and raised no objection. He then received the order of
compounding. Four years have passed and the learned Special
Judge has not been told. This Court was not told either, though the
Registrar has been a party here since 2018 and was represented
throughout. The supplementary affidavit has been on record since
03.09.2026. No reply to it has been filed and nothing has been
placed to dispute the order dated 19.10.2022.
13. The order of the Regional Director speaks of
contravention of Section 227 of the Companies Act, 1956 while
cognizance has been taken under Section 233. That makes no
difference. Section 233 is the provision which punishes an auditor

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for a report made otherwise than in conformity with Section 227.
The complaint itself is for contravention of Section 227(2)
punishable under Section 233 and the Registrar’s own report to the
Regional Director described the pending case in the same terms.
The offence compounded and the offence of which cognizance has
been taken are one and the same.
14. The offence therefore stands compounded by the
competent authority without any objection from the complainant.
The prosecution survives only because the complainant did not do
what the statute required of him. Had the Registrar acted under
Section 441(3)(d), the petitioner would have stood discharged in
2022 itself. He cannot now be made to face a criminal case on
account of that default. Continuation of the proceeding would be
an abuse of the process of the court. No purpose would be served
in sending the petitioner back to the learned Special Judge to seek
his discharge when the power under Section 482 of the Code is
available to this Court.
15. The petition raises several grounds on the merits of
the ten allegations and on the explanation furnished by the
petitioner in reply to the show cause notice. In view of the
compounding those grounds need not be examined and no opinion
is expressed on them.

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16. Accordingly, the order dated 15.09.2016 passed by
the learned Special Judge, Economic Offences, Patna in Complaint
Case No. 41(C) of 2014/8494(C) of 2014 and the entire criminal
proceeding arising therefrom are quashed so far as the petitioner is
concerned.
17. The application is allowed.
18. Let a copy of this judgment be sent to the learned
trial court. A copy shall also be furnished to learned Central
Government Counsel for communication to the Registrar of
Companies, Bihar, who shall see that in matters where an offence
is compounded during a pending prosecution the court concerned
is informed in writing as Section 441(3)(d) of the Companies Act,
2013 requires.
(Ansul, J)
Siddharth Soni/-
AFR/NAFR NAFR
CAV DATE 14.10.2026
Uploading Date 04.11.2026
Transmission Date 04.11.2026