2002 (10) TMI 810 - HC - Companies Law

Summary

Issues Involved:

1. Quashing of FIRs and investigational proceedings.
2. Allegations of cheating, breach of trust, and forgery.
3. SEBI's complaint under the Companies Act.
4. Freezing of the company's bank accounts.
5. Jurisdiction and powers of the police to investigate.
6. Applicability of Section 482 of the Code of Criminal Procedure.
7. Double jeopardy and doctrine of circumvention.
8. Protection of investors' interests.

Issue-wise Detailed Analysis:

1. Quashing of FIRs and Investigational Proceedings:
The petitioner, Managing Director of a public limited company, filed applications under Section 482 of the Code of Criminal Procedure, 1973, to quash the FIRs and investigational proceedings in six cases. The petitioner argued that no case was made out in the FIRs and that the allegations were baseless. The State opposed, arguing that a prima facie case under Sections 420/406/468/471/421/120B of the Indian Penal Code was established, and the extraordinary power under Section 482 should not be exercised at this initial stage of investigation.

2. Allegations of Cheating, Breach of Trust, and Forgery:
The complaints alleged that the company issued false and misleading statements in its documents, such as falsely claiming tax-free returns on debentures, falsely stating credit ratings, and issuing debentures without SEBI's permission. The petitioner argued that these allegations were based on mere apprehensions and that no actual cheating had occurred.

3. SEBI's Complaint under the Companies Act:
SEBI filed a complaint against the petitioner and the company for violating Sections 56(3), 63, and 68 of the Companies Act, 1956. The court noted that these violations were non-cognizable offenses under Section 624 of the Companies Act, meaning they could not be investigated by the police as cognizable offenses.

4. Freezing of the Company's Bank Accounts:
The Investigating Agency seized the company's bank accounts, which the petitioner argued prevented the company from fulfilling its financial commitments to investors. The court observed that the freezing of accounts led to a situation where the company could not disburse payments, creating a fear psychosis among the public.

5. Jurisdiction and Powers of the Police to Investigate:
The court discussed the statutory right of the police to investigate cognizable offenses and cited several precedents emphasizing that the judiciary should not interfere with police investigations unless there is a clear abuse of power. However, the court also noted that the allegations in the FIRs were based on violations of the Companies Act, which are non-cognizable offenses.

6. Applicability of Section 482 of the Code of Criminal Procedure:
The court exercised its power under Section 482 to quash the FIRs and investigations, stating that the complaints were premature and based on mere apprehensions. The court emphasized that there was no tangible material indicating the commission of any cognizable offense.

7. Double Jeopardy and Doctrine of Circumvention:
The court acknowledged the petitioner's argument that the simultaneous proceedings under the Companies Act and the IPC could lead to double jeopardy. The court also applied the doctrine of circumvention, stating that what cannot be done directly (investigating non-cognizable offenses) cannot be done indirectly by recharacterizing the offenses under the IPC.

8. Protection of Investors' Interests:
To protect the interests of investors, the court appointed a Special Officer to oversee the company's operations, ensure the registration of charges, and facilitate the disbursement of payments to debenture holders. The court also set aside the orders freezing the company's bank accounts, allowing the company to resume normal business transactions under the supervision of the Special Officer.

Conclusion:
The court quashed the FIRs and investigations in all six cases, emphasizing that the allegations were premature and based on mere apprehensions. The court appointed a Special Officer to protect investors' interests and allowed the company to resume normal business operations. The court also highlighted that the ongoing case before the Chief Metropolitan Magistrate, Calcutta, under the Companies Act would proceed independently of this judgment.