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"The complainant is the Registrar of Companies, Kerala. First accused is a public limited company incorporated under the Companies Act having its registered office at Ernakulam and is represented by its managing director second accused. The second is to be deemed as 'officer who is in default' within the meaning of Section 5 of the Act. In an Extra Ordinary General Body meeting of the first accused company held on 15.1.1991, a special resolution was passed under Section 81(1)(A)(a) of the Act authorising its board of directors for the issue and allotment of 41,13,000 equity shares of Rs. 10/- each at par as fully paid up ranking paripassu with the existing equity shares in all respect. The first accused company had subsequently filed a draft prospectus with the complainant, as required u/s 60 of the Act, for the public issue of 36,00,000 equity shares of Rs. 10/- each at par and the same was duly registered by the complainant. The prospectus was issued by the company on 18.12.1991 and the public issue of the equity shares in terms of the prospectus opened on 27.1.1992 and closed on 5.2.1992. As per the terms of the said public issue, every application for allotment of equity shares was to be for a minimum of 100 shares or in multiples thereof, and a sum of Rs. 5/- per share was to be paid towards the application money. One Remeshwarlal Kalani from Calcutta had submitted a complaint to the department of Companies Affairs, New Delhi on 01.04.1995 stating that he had applied for 200 shares offered by the first accused along with a sum of Rs. 1,000/- towards application money in response to the prospectus issued by the first accused and that the first accused neither allotted the shares applied for nor returned the share application money. The  department of Company Affairs, in turn forwarded the said complaint to the complainant with instructions to enquire into the allegations levelled against the accused and to ascertain as to whether the accused had contravened the provisions of Section 73(2A) of the Act. Thereupon the complainant issued a letter to the accused on 31.10.1994 requesting the accused to furnish their explanation in respect of the allegations made in the complaint and also to furnish the details of the refund orders already issued such as the date and number of refund order, particulars of the cheque, date of encashment of the refund order by the alleged applicant etc. The reply dated 3.11.1994 submitted by the second accused did not contain the particulars called for by the complainant. However, it was revealed from the reply of the second accused that though the company had issued the refund order to the applicant, the same was not issued within the time limit prescribed u/s 73(2A) of the Act. The accused have therefore, contravened the provisions of the said section of the Act and so they have committed the offence u/s 73(2B) r/w 73(2A) of the Act."