Orissa High Court
Interlink (Pvt.) Ltd vs Union Of India (C.B.I) ....... Opp. ... on 9 September, 2025
IN THE HIGH COURT OF ORISSA AT CUTTACK
CRLMC No. 5284 of 2023
(In the matter of an application under Sections 482 of the Criminal
Procedure Code, 1973)
Interlink (Pvt.) Ltd. ....... Petitioner
(Through its M.D.
Surendra Nath Dash)
-Versus-
Union of India (C.B.I) ....... Opp. Party
For the Petitioner : Mr. Devashis Panda, Advocate
For the Opp. Party : Mr. Sarthak Nayak, Special P.P. -cum-
Retainer Counsel, C.B.I.
CORAM:
THE HONOURABLE SHRI JUSTICE SIBO SANKAR MISHRA
Date of Hearing: 07.03.2025 :: Date of Judgment: 09.09.2025
S.S. Mishra, J. The petitioner, a juristic person being a private limited
company, has approached this Court under Section 482 of the Cr.P.C.,
1973 assailing the order dated 18.11.2023 passed by the learned Special
Judge (C.B.I.-I), Bhubaneswar in T.R. Case No. 01 of 2008 arising out
of FIR No. RC BSK 2007 E 002, whereby the petition filed under
Section 239 of the Cr.P.C. seeking discharge from the offences
punishable under Sections 420 and 120-B of the IPC was rejected.
2. Heard Mr. Devashis Panda, learned Counsel for the petitioner and
Mr. Sarthak Nayak, learned Special P.P. -cum- Retainer Counsel, Union
of India (C.B.I.), Opposite Party.
Facts of the Case
3. The facts of the case, briefly stated, devoid of unnecessary details,
are that the co-accused persons, namely Surendra Nath Dash (Managing
Director of the present petitioner) and Rama Krishna Mishra (an
employee under Surendra Nath Dash, operating one of the other
company's accounts on behalf of Surendra Nath Dash), allegedly entered
into a criminal conspiracy with the co-accused bank officers of Indian
Overseas Bank, Paradip Branch. In furtherance thereof, Surendra Nath
Dash, who was operating Current Account (C.A.) No.459 belonging to
the present petitioner, i.e., Interlink Private Limited (along with some
other accounts which are not relevant), at the same branch, allegedly
Page 2 of 22
deposited cheques drawn on various accounts having insufficient funds
to cover their face value. The co-accused bank officials, in violation of
banking norms and by suppressing such overdrafts from the Regional
Office, permitted the account holders to overdraw amounts, thereby
conferring an undue advantage to the tune of Rs. 8.75 crores either upon
themselves or the co-accused bank officers, resulting in corresponding
pecuniary loss to the Indian Overseas Bank.
4. As the accused person, namely Surendra Nath Dash, who was the
Managing Director of the present petitioner, was operating the
petitioner's account in the said bank, the present petitioner has also been
brought within the purview of investigation, thereby making it a party to
the case and subjecting it to face criminal proceedings for the offence
primarily conceived by its Managing Director. Aggrieved by the same,
the petitioner has approached this Court on numerous occasions by filing
multiple petitions and appeals, all of which have either been dismissed or
withdrawn, except on the very first occasion when this Court directed re-
framing of charges, having noted that a charge under Section 477-A IPC
Page 3 of 22
was framed against the present petitioner, and held that a company could
not be considered a clerk, officer, or servant. However, following the
withdrawal of the last CRLMA, i.e., CRLMA No. 315 of 2022, by the
petitioner on 27.03.2023, the petitioner filed an application for discharge
before the learned Special Judge (C.B.I.-I), which was summarily
rejected by the learned Trial Court vide order dated 18.11.2023. The said
order is under challenge in the present case.
Submissions made by the learned Counsel for the Petitioner
5. Learned Counsel Mr. Panda, appearing for the petitioner,
submitted that the discharge petition filed by the petitioner company was
arbitrarily rejected by the learned Trial Court vide order dated
18.11.2023 without specifying the material relied upon to conclude that a
strong prima facie case under Sections 120-B and 420 IPC exists against
the petitioner. It is contended that the order merely records a general
observation regarding vicarious liability without identifying any specific
incriminating material against the company.
Page 4 of 22
6. It is further submitted that the petitioner company, being a juristic
person without a mind of its own, cannot enter into a conspiracy or
possess the requisite mens rea to commit offences such as cheating under
Section 420 IPC or conspiracy under Section 120-B IPC, which
necessarily require human intent and meeting of minds. The acts
allegedly committed by its Managing Director cannot be automatically
attributed to the company in the absence of any resolution or evidence
showing institutional endorsement or participation by the company.
7. Reliance is placed on the decision of the Hon'ble Supreme Court
in Standard Chartered Bank & Ors. v. Directorate of Enforcement1, to
contend that penal statutes must be strictly construed and that the
legislature could not have intended to punish corporate entities with
mandatory imprisonment, especially when such punishment cannot be
imposed or undergone by a juristic person.
1
(2005) 4 SCC 530
Page 5 of 22
8. It is also submitted that there is no material on record to justify the
rejection of the discharge application and continuation of proceedings
against the company would amount to abuse of the process of law and
cause undue prejudice. Moreover, the argument of the learned counsel
for the CBI that earlier the dismissal of multiple petitions for default is
misplaced, as such dismissal was not on merits and does not bar the
present petition, especially when the framing of charge continues to be in
challenge and no evidence has yet been recorded.
Submissions made by the Learned Counsel for C.B.I., Opp. Party
9. Mr. Nayak, learned Counsel, appearing for the CBI submitted that
the present CRLMC application has been filed by the accused Shri
Surendra Nath Dash against the order dated 18.11.2023 passed by the
learned Special Judge, CBI Court No. 1, Bhubaneswar in TR Case No.
01 of 2008 arising out of CBI Case No. RCBSK2007E0002. By the said
order, the learned Trial Court rejected the petition dated 01.05.2023 filed
by the accused under Section 239 Cr.P.C. and fixed to 08.12.2023 for
consideration on charges, directing the accused to remain present.
Page 6 of 22
10. It is submitted that the allegations against the accused persons are
serious in nature. Shri Surendra Nath Dash, along with co-accused Shri
Rama Krishna Mishra, entered into a criminal conspiracy with certain
bank officers of Indian Overseas Bank, Paradeep Branch, and deposited
cheques drawn on various accounts having no sufficient funds. The co-
accused bank officers, by abusing their official positions, violated
banking norms, and suppressing overdrafts from the Regional Office,
allowed withdrawals resulting in undue advantage of about ₹8.75 Crores
to the accused persons and corresponding wrongful loss to the bank.
The CBI, Bank Security and Fraud Cell, Kolkata, registered Case
No. RCBSK2007E0002 dated 23.03.2007 under Sections 120-B read
with 409, 420, 467, 468 & 477A IPC and Section 13(2) read with
Section 13(1)(d) of the PC Act, 1988. After investigation, charge sheet
No. 20/2007 dated 29.12.2007 was filed under Sections 120-B read with
420 & 477A IPC and Section 13(2) read with Section 13(1)(c) & (d) of
the PC Act, 1988 against seven accused persons including the petitioner-
Page 7 of 22
company, M/s Interlink Pvt. Ltd., represented through its Managing
Director, Shri Surendra Nath Dash.
11. The learned Counsel for CBI further submitted that the petitioner
has been filing repeated petitions on an attempt to stall the proceedings.
CRLMC No. 1763/2011 challenging the rejection of discharge by the
Trial Court was dismissed for non-prosecution on 06.11.2021. Though
restoration was once allowed in CRLMA No. 254/2021, again on
25.03.2022, when listed, no one appeared, leading this Court to dismiss
the case observing that: -
"
****** ******
4. The case is of the year 2011.
5. As such, this Court is of the view that the petitioner is a
recalcitrant litigant and does not want to proceed with the
matter.
6. Hence, this CRLMC stands dismissed for non-
prosecution."
Further CRLMA No. 78/2022 seeking restoration was also rejected on
05.05.2022, in which it was held that: -
"
****** ******
Page 8 of 22
5. Mr. Bidyalok Mohapatra, learned counsel appearing for
the Petitioner submits that as the name of Miss Rajdipa
Behura, learned counsel, was appearing in the cause list as
"R. Behura", she was missed the list and could not appear
before the Court. Hence, the aforesaid Criminal Misc. Case
be restored and disposed of on merit.
6. I am not inclined to do so, as this is the second default.
7. Hence, the CRLMA is dismissed.
8. But, liberty is given to the Petitioner to approach this
Court, if the cause of action survives, by filing a fresh
petition."
Availing such liberty, the petitioner filed CRLMA No. 229/2022, which
was again dismissed on 22.09.2022 by this Court holding: -
"
****** ******
4. In view of the order dated 5th May, 2022 passed by this
Court in CRLMA No. 78 of 2022, I am not inclined to
entertain the prayer made in this petition.
5. Hence, the CRLMA is dismissed."
12. Importantly, no further liberty was given thereafter. Subsequently,
in CRLMA No. 315/2022, the petitioner sought withdrawal by referring
to liberty earlier granted, but this Court merely permitted withdrawal
without granting any liberty to re-agitate the issues. Learned counsel for
the CBI submitted that the petitioner misrepresented before the Trial
Court as if liberty was granted to file a fresh discharge petition. Acting
Page 9 of 22
on such pretence, the petitioner filed a second discharge petition, which
was rightly rejected by the learned Trial Court on 18.11.2023, holding:
"In the present case the earlier petition filed by the accused
petitioner U/s.239 Cr. P.C was rejected by this court on
29.04.2011 and the same order is in force. Further, from
the case record and documents it is found that there is
prima facie material and sufficient ground for proceeding
against the present accused petitioner-company.
Considering the present facts and circumstance of the case,
this court comes to the conclusion that the present accused
petitioner M/s Interlink Pvt. Ltd. (accused No.7)
represented through its Managing Director, Surendranath
Das cannot be discharged. As such, I am not inclined to
allow the petition and the petition filed by the accused-
petitioner dated 1.5.2023 stand rejected being devoid of
merits."
13. The learned Counsel for CBI emphasizes that the present CRLMC
is not maintainable, as the order rejecting discharge has already attained
finality and no liberty was granted to file a second discharge application.
As regards the petitioner's contention that a company, being a
juristic person, cannot be prosecuted for offences requiring mens rea, it
is submitted that Section 11 IPC defines "person" to include companies,
and hence IPC provisions are equally applicable. Reliance is placed on
Page 10 of 22
Iridium India Telecom Ltd. v. Motorola Inc.2, wherein the Hon'ble
Supreme Court held that a company can be held liable under Section 420
IPC, and the guilty mind of those in control can be attributed to the
company. Further reliance is placed on Standard Chartered Bank v.
Directorate of Enforcement3, where a Constitution Bench held that a
company can be prosecuted and convicted even for offences requiring
imprisonment. Learned counsel for the CBI submitted that the role of the
petitioner-company has been clearly detailed out in the charge sheet at
several pages annexed to the main CRLMC petition.
In conclusion, it is submitted that the petitioner has been abusing
the process of law by repeatedly filing petitions, despite rejection on
merits or dismissal for default, and misrepresenting liberty before the
Trial Court. There is sufficient prima facie material against the
petitioner-company, and the petition deserves to be dismissed.
2
(2011) 1 SCC 74
3
AIR 2005 SC 2622
Page 11 of 22
Observations and Reasoning
14. Upon a careful consideration of the submissions made and the
materials available on record, it will be apt to refer to the Judgement of
the Hon'ble Supreme Court in Iridium India Telecom Ltd. v. Motorola
Inc.(supra) wherein the Hon'ble Court by recognising some foreign
judgement held thus:
"55. We are of the considered opinion that there is much
substance in the submission of Mr Jethmalani that virtually
in all jurisdictions across the world governed by the rule of
law, the companies and corporate houses can no longer
claim immunity from criminal prosecution on the ground
that they are incapable of possessing the necessary mens
rea for the commission of criminal offences. The legal
position in England and the United States has now
crystallised to leave no manner of doubt that a corporation
would be liable for crimes of intent.
56. In the year 1909, the United States Supreme Court
in New York Central & Hudson River Railroad
Co. v. United States [53 L Ed 613 : 212 US 481 (1908)]
stated the principle thus: (L Ed p. 622)
"It is true that there are some crimes which, in their
nature, cannot be committed by corporations. But there
is a large class of offences, of which rebating under the
federal statutes is one, wherein the crime consists in
purposely doing the things prohibited by statute. In that
class of crimes we see no good reason why
corporations may not be held responsible for and
charged with the knowledge and purposes of their
Page 12 of 22
agents, acting within the authority conferred upon
them. If it were not so, many offences might go
unpunished and acts be committed in violation of law
where, as in the present case, the statute requires all
persons, corporate or private, to refrain from certain
practices, forbidden in the interest of public policy.
***
We see no valid objection in law, and every reason in
public policy, why the corporation, which profits by the
transaction, and can only act through its agents and
officers, shall be held punishable by fine because of the
knowledge and intent of its agents to whom it has
entrusted authority to act in the subject-matter of
making and fixing rates of transportation, and whose
knowledge and purposes may well be attributed to the
corporation for which the agents act. While the law
should have regard to the rights of all, and to those of
corporations no less than to those of individuals, it
cannot shut its eyes to the fact that the great majority of
business transactions in modern times are conducted
through these bodies, and particularly that inter-State
commerce is almost entirely in their hands, and to give
them immunity from all punishment because of the old
and exploded doctrine that a corporation cannot
commit a crime would virtually take away the only
means of effectually controlling the subject-matter and
correcting the abuses aimed at."
57. The aforesaid sentiment is reiterated in 19 American
Jurisprudence 2d, Para 1434 in the following words:
"Lord Holt is reported to have said (Anonymous, 12
Mod 559, 88 Eng Reprint, 1164) that 'a corporation is
not indictable, but the particular members of it are'. On
the strength of this statement it was said by the early
writers that a corporation is not indictable at common
law, and this view was taken by the courts in some of
the earlier cases. The broad general rule is now well
established, however, that a corporation may be
criminally liable. This rule applies as well to acts of
misfeasance as to those of nonfeasance, and it is
immaterial that the Act constituting the offence was
ultra vires. It has been held that a de facto corporation
may be held criminally liable.
As in case of torts the general rule prevails that a
corporation may be criminally liable for the acts of an
officer or agent, assumed to be done by him when
exercising authorised powers, and without proof that
his act was expressly authorised or approved by the
corporation. A specific prohibition made by the
corporation to its agents against violation of the law is
no defence. The rule has been laid down, however, that
corporations are liable, civilly or criminally, only for
the acts of their agents who are authorised to act for
them in the particular matter out of which the unlawful
conduct with which they are charged grows or in the
business to which it relates."
58. Again in 19 Corpus Juris Secundum, Para 1363 it has
been observed as under:
"A corporation may be criminally liable for crimes
which involve a specific element of intent as well for
those which do not, and, although some crimes require
such a personal, malicious intent, that a corporation is
considered incapable of committing them, nevertheless,
under the proper circumstances the criminal intent of
its agent may be imputed to it so as to render it liable,
the requisites of such imputation being essentially the
same as those required to impute malice to
corporations in civil actions."
59. The courts in England have emphatically rejected the
notion that a body corporate could not commit a criminal
offence which was an outcome of an act of will needing a
particular state of mind. The aforesaid notion has been
rejected by adopting the doctrine of attribution and
imputation. In other words, the criminal intent of the "alter
ego" of the company/body corporate i.e. the person or
group of persons that guide the business of the company,
would be imputed to the corporation.
60. It may be appropriate at this stage to notice the
observations made by MacNaghten, J. in Director of Public
Prosecutions v. Kent and Sussex Contractors Ltd. [1944
KB 146 : (1944) 1 All ER 119 (DC)] : (AC p. 156)
A body corporate is a "person" to whom, amongst the
various attributes it may have, there should be imputed
the attribute of a mind capable of knowing and forming
an intention -- indeed it is much too late in the day to
suggest the contrary. It can only know or form an
intention through its human agents, but circumstances
may be such that the knowledge of the agent must be
imputed to the body corporate. Counsel for the
respondents says that, although a body corporate may
be capable of having an intention, it is not capable of
having a criminal intention. In this particular case the
intention was the intention to deceive. If, as in this case,
the responsible agent of a body corporate puts forward
a document knowing it to be false and intending that it
should deceive, I apprehend, according to the
authorities that Viscount Caldecote, L.C.J., has cited,
his knowledge and intention must be imputed to the
body corporate.
61. The principle has been reiterated by Lord Denning
in Bolton (H.L.) (Engg.) Co. Ltd. v. T.J. Graham & Sons
Ltd. [(1957) 1 QB 159 : (1956) 3 WLR 804 : (1956) 3 All
ER 624 (CA)] in the following words: (AC p. 172)
A company may in many ways be likened to a human
body. They have a brain and a nerve centre which
controls what they do. They also have hands which hold
the tools and act in accordance with directions from the
centre. Some of the people in the company are mere
servants and agents who are nothing more than hands
to do the work and cannot be said to represent the mind
or will. Others are directors and managers who
represent the directing mind and will of the company,
and control what they do. The state of mind of these
managers is the state of mind of the company and is
treated by the law as such. So you will find that in cases
where the law requires personal fault as a condition of
liability in tort, the fault of the manager will be the
personal fault of the company. That is made clear in
Lord Haldane's speech in Lennard's Carrying Co.
Ltd. v. Asiatic Petroleum Co. Ltd. [1915 AC 705 :
(1914-15) All ER Rep 280 (HL)] (AC at pp. 713, 714).
So also in the criminal law, in cases where the law
requires a guilty mind as a condition of a criminal
offence, the guilty mind of the directors or the
managers will render the company themselves guilty.
62. The aforesaid principle has been firmly established in
England since the decision of the House of Lords in Tesco
Supermarkets Ltd. v. Nattrass [1972 AC 153 : (1971) 2
WLR 1166 : (1971) 2 All ER 127 (HL)] . In stating the
principle of corporate liability for criminal offences, Lord
Reid made the following statement of law: (AC p. 170 E-G)
"I must start by considering the nature of the
personality which by a fiction the law attributes to a
corporation. A living person has a mind which can have
knowledge or intention or be negligent and he has
hands to carry out his intentions. A corporation has
none of these: it must act through living persons,
though not always one or the same person. Then the
person who acts is not speaking or acting for the
company. He is acting as the company and his mind
which directs his acts is the mind of the company. There
is no question of the company being vicariously liable.
He is not acting as a servant, representative, agent or
delegate. He is an embodiment of the company or, one
could say, he hears and speaks through the persona of
the company, within his appropriate sphere, and his
mind is the mind of the company. If it is a guilty mind
then that guilt is the guilt of the company. It must be a
question of law whether, once the facts have been
ascertained, a person in doing particular things is to be
regarded as the company or merely as the company's
servant or agent. In that case any liability of the
company can only be a statutory or vicarious liability."
63. From the above it becomes evident that a corporation is
virtually in the same position as any individual and may be
convicted of common law as well as statutory offences
including those requiring mens rea. The criminal liability
of a corporation would arise when an offence is committed
in relation to the business of the corporation by a person or
body of persons in control of its affairs. In such
circumstances, it would be necessary to ascertain that the
degree and control of the person or body of persons is so
intense that a corporation may be said to think and act
through the person or the body of persons. The position of
law on this issue in Canada is almost the same. Mens rea is
attributed to corporations on the principle of "alter ego" of
the company."
In the backdrop of the aforesaid settled legal position, the
contention of the petitioner that a juristic person is incapable of
possessing mens rea or being prosecuted for offences of cheating and
conspiracy must be examined in the factual matrix of the present case.
15. In the present case, the allegations disclose that the petitioner-
company (M/s Interlink Pvt. Ltd.), through its Managing Director Shri
Surendra Nath Dash, in concert with co-accused bank officials, deposited
cheques drawn on accounts lacking sufficient funds and was enabled, by
abuse of official position and suppression of overdrafts, to overdraw
amounts resulting in undue advantage approximating ₹8.75 crores and
corresponding loss to Indian Overseas Bank, Paradeep Branch. The
charge-sheet (No. 20/2007 dated 29.12.2007) particulars the role of each
accused, including the petitioner-company represented through its
Managing Director has been highlighted. At this stage, these materials,
on their face, do furnish a strong prima facie case of conspiracy and
cheating is made out.
16. The petitioner's foundational objection that a juristic person
cannot possess mens rea and, therefore, cannot be prosecuted for
offences under Sections 420/120-B IPC, stands squarely negated by the
above pronouncement in Iridium (supra) and by the settled position that,
under Section 11 IPC, "person" includes a company. The doctrine of
attribution imputes to the company the knowledge and intent of those
who constitute its directing mind and will. In consequence, the
contention that a company is, as a matter of law, incapable of conspiracy
or cheating is untenable.
17. Equally meritless is the argument predicated on the supposed
impossibility of imposing imprisonment upon a company. The law is
now well-settled that a company can be prosecuted for offences carrying
mandatory imprisonment; where custodial sentences cannot be executed
upon a juristic person, courts are not precluded from imposing the
statutorily permissible monetary punishment. The mere presence of
imprisonment in the penal provision does not create immunity from
prosecution for a corporate accused.
18. On the procedural plane, the record reflects that an earlier
discharge application under Section 239 Cr.P.C. was rejected by the
learned Trial Court on 29.04.2011; challenges thereto (CRLMC No.
1763 of 2011 and subsequent restoration petitions) were dismissed for
non-prosecution or declined, and no enduring liberty was granted to re-
agitate a second discharge plea on the same footing. The petitioner
nonetheless moved a fresh discharge application dated 01.05.2023,
which the learned Special Judge (C.B.I.-I), Bhubaneswar rejected on
18.11.2023 on merit, expressly noting the subsistence of the earlier
rejection and the existence of prima facie material. In the absence of any
demonstrable change in circumstances or emergence of new exculpatory
material, a successive discharge plea was impermissible and rightly
declined.
19. The scope of interference under Section 482 Cr.P.C. at the pre-
trial stage of discharge is narrow. The Court is not to conduct a roving
enquiry or weigh the sufficiency of evidence; it must only ascertain
whether the uncontroverted allegations and the material collected
disclose grounds for presuming that the accused has committed an
offence. Where the record discloses a strong suspicion, more so in
matters alleging systemic banking fraud implicating public funds; the
process of law ought not to be interdicted, rather, a trial became
imperative due to complex modus operandi adopted by the accused
persons to commit the alleged offence.
Conclusion
20. Tested on the aforesaid touchstones, the learned Trial Court has
not demonstrated any illegality, perversity, or patent non-application of
mind in the order dated 18.11.2023. The learned Trial Court has adverted
to the case record and documents, recorded the existence of prima facie
material against the petitioner-company represented through its
Managing Director, and declined discharge. The absence of an elaborate
cataloguing of every document does not, by itself, vitiate the order when
the overall satisfaction as to the existence of grounds for proceeding is
evident and supported by the charge-sheet narrative.
21. This Court is further constrained to note the petitioner's repeated
and unsuccessful attempts to re-open issues already settled which in the
facts, evince a tendency to delay the trial. Given that the charges were
framed as far back as 22.08.2008, expeditious progression of the
proceedings is necessitated in the larger public interest.
22. In view of the settled position of law on corporate criminal
liability (Iridium, supra), the statutory definition in Section 11 IPC, the
limited remit at the stage of discharge, and the procedural history
culminating in the order dated 18.11.2023; no case is made out for
exercise of the inherent jurisdiction to quash or to interfere. Interference
is not called for in this matter. The petition is, accordingly, liable to be
dismissed, with a direction to the learned Trial Court to proceed with the
case in accordance with law, uninfluenced by any observation herein on
the merits of the evidence, and to endeavour an expeditious conclusion
of the trial sans entertaining uncalled for adjournments.
23. Accordingly the CRLMC is dismissed.
(S.S. Mishra)
Judge
The High Court of Orissa, Cuttack.
Dated the 9th Day of September, 2025/ Subhasis Mohanty
Designation: Personal Assistant
Reason: Authentication
Location: High Court of Orissa, Cuttack.
Date: 10-Sep-2025 10:42:21
