2005 (3) TMI 480 - HC - Companies Law

Summary

Issues:
- Challenge to order dismissing complaint under sections 204 and 245 of Cr. P.C.
- Maintainability of complaint under sections 190(1)(a) and 200 of Cr. P.C. and 621 of the Companies Act.
- Locus standi of the respondent to maintain the complaint.
- Interpretation of Civil Court order recognizing respondent's rights.
- Applicability of various Supreme Court decisions in the present case.

Detailed Analysis:
1. The petitioner challenged the order dismissing the complaint under sections 204 and 245 of Cr. P.C. The respondent filed a complaint under sections 190(1)(a) and 200 of Cr. P.C. and 621 of the Companies Act, alleging offenses under section 314(2) read with section 629(A) of the Companies Act and section 409 of the IPC. The complaint accused the petitioner, a Director and Branch Manager, of financial irregularities and not paying dividends to shareholders despite company earnings.

2. The petitioner argued that the complaint was not maintainable due to the specific prohibition in section 621 of the Companies Act. He claimed the complainant had transferred shares to his wife, severing ties with the company. The petitioner contended that the complaint lacked evidence and should be dismissed.

3. The petitioner's counsel disputed the respondent's ownership of shares and right to file the complaint, citing Supreme Court decisions limiting a Magistrate's power to entertain complaints. The counsel also referenced sections 41, 82, and 84 of the Companies Act to support the petitioner's lack of standing.

4. The respondent's counsel asserted the respondent's rights were recognized by a Civil Court order, allowing him to protect his interests as a shareholder, depositor, borrower, and promoter of the company. Referring to a Supreme Court decision, the counsel argued that the Magistrate correctly issued process under section 204 of the Cr. P.C. based on the complaint's allegations.

5. The Court noted the Civil Court's order recognizing the respondent's rights and his participation in company meetings. The Court found that the respondent's rights were upheld by the Civil Court, and the complaint was maintainable despite the prohibition in section 621 of the Companies Act.

6. The Court distinguished previous Supreme Court judgments cited by the petitioner, emphasizing the unique circumstances of the present case. The Court upheld the respondent's right to file the complaint and the Magistrate's decision to issue process based on the evidence presented.

7. Ultimately, the Court dismissed the petition, finding it lacked merit. The Court upheld the respondent's right to maintain the complaint and rejected the petitioner's arguments against the complaint's maintainability. The connected Criminal Miscellaneous Petitions were also dismissed accordingly.