Delhi High Court - Orders
Tarini International Limited And Ors vs The Registrar Of Companies on 19 March, 2026
Author: Anup Jairam Bhambhani
Bench: Anup Jairam Bhambhani
$~67
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CRL.M.C. 2020/2026
TARINI INTERNATIONAL LIMITED AND ORS .....Petitioners
Through: Mr. Naveen Malhotra with Mr.
Bhasker Naidu and Mr. Ritvik
Malhotra, Advocates.
versus
THE REGISTRAR OF COMPANIES .....Respondent
Through: Mr. Shashank Dixit, CGSC with
Mr.Kunal Raj, Advocates and Mr.
Sumit Ranjan, GP.
CORAM:
HON'BLE MR. JUSTICE ANUP JAIRAM BHAMBHANI
ORDER
% 19.03.2026 CRL.M.A. 8331/2026 Exemption granted, subject to just exceptions. Let requisite compliances be made within 01 week. The application stands disposed of.
CRL.M.C. 2020/2026, CRL.M.A. 8332/2026 (for stay) By way of the present petition filed under section 528 of the Bharatiya Nagarik Suraksha Sanhita 2023 ('BNSS'), the petitioners seek quashing of order dated 17.12.2025 passed by the learned ASJ-03 & Special Judge (Companies Act), South-West District, Dwarka Courts, New Delhi.
2. Mr. Naveen Malhotra, learned counsel for the petitioners submits, that in the present case the complaint alleging violation of section 34 of the Companies Act, 2013 ('Companies Act') was filed on 28.05.2024 i.e., prior to the coming into force of the BNSS on 01.07.2024.
CRL.M.C. 2020/2026 Page 1 of 5This is a digitally signed order.
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3. Counsel submits however, that cognizance of the offence under section 447 of the Companies Act was taken by the learned trial court vidé impugned order dated 17.12.2025 after the provisions of the BNSS were already in force.
4. It is submitted, that as provided in section 223 of the BNSS, it is now the mandate of the new criminal procedure code that an accused is entitled to be heard before cognizance of an offence is taken. Section 223 of the BNSS reads as follows :
"223. Examination of complainant.--(1) A Magistrate having jurisdiction while taking cognizance of an offence on complaint shall examine upon oath the complainant and the witnesses present, if any, and the substance of such examination shall be reduced to writing and shall be signed by the complainant and the witnesses, and also by the Magistrate:
Provided that no cognizance of an offence shall be taken by the Magistrate without giving the accused an opportunity of being heard:
Provided further that when the complaint is made in writing, the Magistrate need not examine the complainant and the witnesses--
(a) if a public servant acting or purporting to act in the discharge of his official duties or a Court has made the complaint; or
(b) if the Magistrate makes over the case for inquiry or trial to another Magistrate under Section 212:
Provided also that if the Magistrate makes over the case to another Magistrate under Section 212 after examining the complainant and the witnesses, the latter Magistrate need not re-examine them.
(2) A Magistrate shall not take cognizance on a complaint against a public servant for any offence alleged to have been committed in course of the discharge of his official functions or duties unless--CRL.M.C. 2020/2026 Page 2 of 5
This is a digitally signed order.
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(a) such public servant is given an opportunity to make assertions as to the situation that led to the incident so alleged; and
(b) a report containing facts and circumstances of the incident from the officer superior to such public servant is received."
5. Counsel further argues, that being a beneficial provision in favour of the accused; and all rules of procedure being prospective in nature, the petitioners ought to have been granted a hearing before cognizance of the offence was taken; which however was not done.
6. Counsel draws attention to order dated 23.08.2024 passed by the Supreme Court In Re-Inhuman Conditions in 1382 Prisons1, in which, in the context of applicability of section 436A of the Code of Criminal Procedure 1973 ('Cr.P.C.') vis-à-vis the first proviso to section 479 BNSS, the Supreme Court has directed that the first proviso to section 479 BNSS shall be applied to all undertrial prisoners (who fulfil certain conditions) who are in custody instead of section 436A of the Cr.P.C.
7. It is argued, that regardless of the date of commission of the offence or other such details, in the said order the Supreme Court has applied the beneficial provision of section 479 BNSS, namely the entitlement of an undertrial prisoner to be released if he has undergone detention for upto 1/3rd the period of maximum imprisonment, instead of ½ of the maximum period of imprisonment as was the requirement of the old code. Counsel argues, that the view of the Supreme Court therefore is that a beneficial provision available under the BNSS would apply in 1 W.P.(C) No.406/2013 CRL.M.C. 2020/2026 Page 3 of 5 This is a digitally signed order.
The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 25/03/2026 at 20:44:36 favour of the accused even if the complaint was filed prior to the coming into force of the BNSS.
8. Counsel also draws attention to a judgment of a Co-ordinate Bench of the Punjab & Haryana High Court in Sikander Singh vs. Directorate of Enforcement, Gurugram2, where the Co-ordinate Bench has taken the view that section 223 of the BNSS would apply to a case even if it was filed prior to the coming in force of the BNSS.
9. Though in several orders this court has taken the view that the correct reading of section 531 BNSS is that only an appeal, application, trial, inquiry or investigation pending under the Cr.P.C. on the date of BNSS coming into force, shall be continued under the old code, Mr. Malhotra argues, that the said view does not take into account the overarching principle of criminal law, namely, that any beneficial statutory provision is to be made available to an accused who is facing proceedings for a criminal offence.
10. Counsel has also drawn attention to order dated 11.07.2025 passed in CRL.M.C. No.4535/2025, as well as order dated 27.02.2026 passed in CRL.M.C. No.3875/2025, by Co-ordinate Benches of this court, to say that further proceedings against accused persons canvassing the same proposition have been effectively deferred by the Co-ordinate Benches, to prevent any prejudice to the accused persons in those cases.
11. Issue notice.
22025:PHHC:094397 CRL.M.C. 2020/2026 Page 4 of 5 This is a digitally signed order.
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12. Mr. Shashank Dixit, learned CGSC is present on behalf of the respondent on advance copy; accepts notice; and seeks time to file reply.
13. Let reply be filed within 04 weeks; rejoinder thereto, if any, be filed within 03 weeks thereafter; with copies to the opposing counsel.
14. On a prima-facie view of the matter, considering the submissions made and in light of the directions issued by the Supreme Court In Re- Inhuman Condition (supra) in relation to another beneficial provision under the BNSS, this court is of the view that the contention raised on behalf of the petitioners requires consideration. In particular this court notices that though the complaint in the present case was filed on 28.05.2024, no constructive steps in the prosecution were taken up until the impugned summoning order was passed on 17.12.2025, which was well after the coming into force of the BNSS with effect from 01.07.2024.
15. Upon query, learned counsel for the petitioners has handed-up all daily orders passed by the learned trial court so far. The same are taken on record.
16. Re-notify on 18th May 2026.
17. In the above circumstances, it is directed that further proceedings in CC No. 745/2024 pending before the learned trial court shall remain stayed till the next date of hearing before this court.
ANUP JAIRAM BHAMBHANI, J MARCH 19, 2026 ds CRL.M.C. 2020/2026 Page 5 of 5 This is a digitally signed order.
The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 25/03/2026 at 20:44:36