1983 (6) TMI 133 - HC - Companies Law

Summary

Issues Involved:
1. Jurisdiction of the Magistrate.
2. Prima facie case under section 630(1)(b) of the Companies Act, 1956.
3. Suppression of material facts by the complainant.
4. Nature of the petitioner's role as an officer of the company.
5. Allegation of mala fide intent in filing the complaint.

Issue-wise Detailed Analysis:

1. Jurisdiction of the Magistrate:
The petitioner challenged the territorial jurisdiction of the learned Chief Metropolitan Magistrate, Calcutta, to take cognizance of the offence. The argument was that the property in question was situated in Cochin, and thus, the offence should be tried there. However, the court referred to section 181(4) of the Cr. PC, which allows for the trial of an offence where any part of the property was received, retained, or was required to be returned or accounted for. The court concluded that since the petitioner's appointment and accountability were linked to the company's head office in Calcutta, the learned Magistrate had jurisdiction to take cognizance of the offence.

2. Prima facie case under section 630(1)(b) of the Companies Act, 1956:
The court examined whether the petition of complaint and the initial deposition disclosed a prima facie case under section 630(1)(b) of the Companies Act. The section penalizes an officer or employee who wrongfully withholds company property. The complaint alleged that the petitioner, after termination of his employment, failed to vacate the company-provided premises. The court found that the learned Magistrate was justified in taking cognizance of the offence, as the complaint and depositions prima facie indicated wrongful withholding of company property.

3. Suppression of material facts by the complainant:
The petitioner alleged that the complainant company suppressed material facts to harass him. The court reviewed the petition of complaint and found references to ongoing civil suits and relevant correspondence, indicating no suppression of material facts. The court allowed the trial court to consider this plea in depth during the trial.

4. Nature of the petitioner's role as an officer of the company:
The petitioner argued that he was not an officer of the company at the time of the alleged offence, as he was serving as an adviser. The court noted that the definition of "officer" in section 2(30) of the Companies Act is inclusive and not exhaustive. The court decided that the determination of whether the petitioner was an officer would be better addressed during the trial when evidence could be presented regarding his duties and their binding nature on the board of directors.

5. Allegation of mala fide intent in filing the complaint:
The petitioner contended that the complaint was filed with mala fide intent to evict him from the premises. The court found no merit in this argument, noting that the urgency in filing the complaint was due to the limitation period under section 468 of the Cr. PC. The court also observed that the mere background of civil suits did not indicate mala fide conduct by the complainant company.

Conclusion:
The court concluded that the learned Magistrate had sufficient grounds to take cognizance of the offence under section 630(1)(b) of the Companies Act and to issue process. The petitioner's arguments regarding jurisdiction and his status as an officer were left open for detailed consideration during the trial. The rule was discharged, and the stay order was vacated, with records to be sent to the concerned court forthwith.