Calcutta High Court (Appellete Side)
21 Til Limited & Ors vs The State Of West Bengal & Anr on 14 July, 2022
30 14.07. CRR 1395 of 2010
RKB 2022
Ct
21 Til Limited & Ors.
Vs
The State of West Bengal & Anr.
Mr. Phiroze Edulji
... for the petitioners.
Despite service, the opposite parties are not
represented.
Let the affidavit of service filed by the petitioners
be kept with the records.
The petitioners seek to quash a complaint case
being C/5788 of 2010 lodged in the Court of learned
Chief Metropolitan Magistrate at Bankshall Court at
Calcutta by the opposite party no.2.
Primarily, the allegation levelled in the complaint
relates to the violation of Section 196(3) of the
Companies Act, 1956, by the petitioners.
Mr. Phiroze Edulji, learned advocate appearing for
the petitioners submits that a plain reading of the
complaint will make it clear that no cause of action of
the case arose within the jurisdiction of the learned
Chief Metropolitan Magistrate at Bankshall Court,
Calcutta. Therefore the cognizance taken by the learned
Magistrate is bad in law.
He, further, argues that the allegations for
violation of the provision of Section 196 (3) of the
Companies Act, 1956, have not been levelled against the
petitioners respectively. The petitioners cannot be held
vicariously liable for the offence committed by the
company, unless there are specific allegations against
them.
Neither any specific allegation has been made nor
any specific role has been attributed to the petitioners
by the complainant.
In support of the proposition that since no cause
of action arose within the jurisdiction of the learned
Chief Metropolitan Magistrate, Bankshall Court,
Calcutta, the cognizance taken by the learned
Magistrate was bad, Mr. Edulji has relied on the
judgments reported at AIR 2008 SC 2666 (Bhura Ram. v.
State of Rajasthan), (1999) 8 SCC 686 (Trisuns Chemical
Industry v. Rajesh Agarwal) and AIR 2004 SC 4286 (Y.
Abraham Ajith vs. Inspector of Police, Chennai).
Petitioner no.1 is the company, petitioner nos.2 to
4 are the directors and petitioner no.5 is the secretary of
the company.
The relevant part of the complaint is quoted
below:
"4. That your petitioner visited the registered office
of the company on 07.09.2009 personally to peruse
and Inspect the minute books and other books of
record of the Accused Company upon payment of
the requisite fee but the mens and representative of
the Accused Company did not co-operate nor were
inclined to show any of its record and as such
inspite of several assurance and visit made by the
petitioner the accused deliberately failed to show
any of its records.
5. That your petitioner suspect and doubts were
more strong due to such act of the Accused
Company and as such your petitioner immediately
invoked the statutory section of the Companies Act
under which the company is bound to allow the
Shareholder to inspect the records and minute book
upon payment of requisite fees and also provide
any information relating to the working the
Company. Xerox copy of the said letter dated
07.09.2009 issued Under Section 163 to supply
certain information within the statutory period is
annexed herewith and marked annexure 'B'.
Section 196 (3) of the Companies Act, 1956 is
quoted below :
"196. Inspection of minute books of general
meetings.- ......
(3) If any inspection required under sub-
section (1) is refused, or if any copy required under
sub-section (2) is not furnished within the time
specified therein, the company, and every officer of
the company who is in default, shall be punishable
with fine which may extend to (five thousand
rupees)in respect of each offence."
It is, therefore, absolutely clear that the opposite
party no.2 has not made any specific allegation against
the petitioners in their individual capacity.
It has been held in the judgment reported at AIR
2021 SC 4587 (Ravindranatha Bajpe v. Mangalore
Special Economic Zone Ltd) that merely because the
accused persons are chairman, managing director,
executive director, and other office bearers of the
Company automatically they cannot be held vicariously
liable for the offence committed by the company unless
there are specific allegations against them with respect
to their individual role.
In that view of the matter, the present complaint
case cannot proceed any further and accordingly the
present complaint case no. C/5788 of 2010 under
sections 163,196,301, 372A of the Companies Act,
1956, pending before the learned Metropolitan
Magistrate 8th Court, Calcutta stands quashed. I have
not gone into any other questions as raised by the
petitioners.
Accordingly, CRR 1395 of 2010 stands disposed
of.
Let urgent certified copies of this order, if applied
for, be given to the parties upon compliance with all the
necessary formalities.
(Kausik Chanda, J)
