1. Assailing the order dated 12.01.2026 passed
by the learned District & Sessions Judge, Cuttack in
2(c) C.C. (Comp.) No.09 of 2021, rejecting the prayer
of the Petitioner under Section 227 of Cr.P.C.1 for
discharge, the present criminal revision has been
preferred.
2. Heard learned counsel for the Petitioner and
learned DSGI, Senior Counsel, Mr. Parhi, along with
learned CGC, Mr. Panda, for Opposite Party No.1.
3. Brief facts germane for just adjudication run
thus;
Utkal Chambers of Commerce & Industry Ltd.
(UCCI) was incorporated as a Public Company Ltd. by
guarantee without share capital on 13.01.1964. On
04.09.2019, the Petitioner was declared elected
uncontested as Vice-President (Industries) and
functioned as such till she resigned on 11.02.2021.
3-A. In the 4th Board of Directors Meeting of UCCI
on 15/17.07.2020, a resolution was passed to ensure
compliance with the Companies Act, 2013.
Resolution No.3, which is relevant, is extracted
hereunder;
3-B. When matter stood thus, on 09.12.2020,
Opposite Party No.1 issued a letter under Section
206(1)2 of the Companies Act, 2013 seeking
clarification regarding alleged irregularities in the
affairs of the company, and in response thereto, the
President of UCCI, Proforma Opposite Party No.2 in
the present criminal revision and accused No.1 before
the Designated Court, submitted clarification on
16.12.2020 and thereafter, show cause notices were
issued to the Petitioner on 17.02.2021 for alleged
violation of Sections 4(1)(a)3 of the Companies Act,
206. Power to call for information, inspect books and conduct inquiries.--
(1) Where on a scrutiny of any document filed by a company or on any information
received by him, the Registrar is of the opinion that any further information or
explanation or any further documents relating to the company is necessary, he may
by a written notice require the company--
(b) to produce such documents,
within such reasonable time, as may be specified in the notice.
4. Memorandum.--(1) The memorandum of a company shall state--
(a) the name of the company with the last word "Limited" in the case of a public
limited company, or the last words "Private Limited" in the case of a private limited
company:
5. Articles.--xxx xxx xxx
(6) The articles of a company shall be in respective forms specified in Tables, F, G,
H, I and J in Schedule I as may be applicable to such company.
447. Punishment for fraud.--Without prejudice to any liability including
repayment of any debt under this Act or any other law for the time being in force,
any person who is found to be guilty of fraud [involving an amount of at least ten
lakh rupees or one per cent of the turnover of the company, whichever is lower],
shall be punishable with imprisonment for a term which shall not be less than six
months but which may extend to ten years and shall also be liable to fine which
shall not be less than the amount involved in the fraud, but which may extend to
three times the amount involved in the fraud:
(iii) "wrongful loss" means the loss by unlawful means of property to which the
person losing is legally entitled."
8. Formation of companies with charitable objects, etc- (1) Where it is
proved to the satisfaction of the Central Government that a person or an
association of persons proposed to be registered under this Act as a limited
company--
(a) has in its objects the promotion of commerce, art, science, sports,
education, research, social welfare, religion, charity, protection of environment
or any such other object;
(b) intends to apply its profits, if any, or other income in promoting its objects;
and
(c) intends to prohibit the payment of any dividend to its members,
the Central Government may, by licence issued in such manner as may be
prescribed, and on such conditions as it deems fit, allow that person or association
of persons to be registered as a limited company under this section without the
addition to its name of the word "Limited", or as the case may be, the words
"Private Limited", and thereupon the Registrar shall, on application, in the
prescribed form, register such person or association of persons as a company under
this section.
(2) The company registered under this section shall enjoy all the privileges and be
subject to all the obligations of limited companies.
(3) A firm may be a member of the company registered under this section.
(4)(i) A company registered under this section shall not alter the provisions of its
memorandum or articles except with the previous approval of the Central
Government.
(ii) A company registered under this section may convert itself into company of
any other kind only after complying with such conditions as may be prescribed.
(5) Where it is proved to the satisfaction of the Central Government that a limited
company registered under this Act or under any previous company law has been
formed with any of the objects specified in clause (a) of sub-section (1) and with
the restrictions and prohibitions as mentioned respectively in clauses (b) and (c) of
that sub-section, it may, by licence, allow the company to be registered under this
section subject to such conditions as the Central Government deems fit and to
change its name by omitting the word "Limited", or as the case may be, the words
"Private Limited" from its name and thereupon the Registrar shall, on application, in
the prescribed form, register such company under this section and all the provisions
of this section shall apply to that company.
(6) The Central Government may, by order, revoke the licence granted to a
company registered under this section if the company contravenes any of the
requirements of this section or any of the conditions subject to which a licence is
issued or the affairs of the company are conducted fraudulently or in a manner
violative of the objects of the company or prejudicial to public interest, and without
prejudice to any other action against the company under this Act, direct the
company to convert its status and change its name to add the word "Limited" or the
words "Private Limited", as the case may be, to its name and thereupon the
Registrar shall, without prejudice to any action that may be taken under sub-
section (7), on application, in the prescribed form, register the company
accordingly:
Provided that no such order shall be made unless the company is given a
reasonable opportunity of being heard:
Provided further that a copy of every such order shall be given to the Registrar.
(7) Where a licence is revoked under sub-section (6), the Central Government may,
by order, if it is satisfied that it is essential in the public interest, direct that the
company be wound up under this Act or amalgamated with another company
registered under this section:
Provided that no such order shall be made unless the company is given a
reasonable opportunity of being heard.
(8) Where a licence is revoked under sub-section (6) and where the Central
Government is satisfied that it is essential in the public interest that the company
registered under this section should be amalgamated with another company
registered under this section and having similar objects, then, notwithstanding
anything to the contrary contained in this Act, the Central Government may, by
order, provide for such amalgamation to form a single company with such
constitution, properties, powers, rights, interest, authorities and privileges and with
such liabilities, duties and obligations as may be specified in the order.
(9) If on the winding up or dissolution of a company registered under this section,
there remains, after the satisfaction of its debts and liabilities, any asset, they may
be transferred to another company registered under this section and having similar
objects, subject to such conditions as the Tribunal may impose, or may be sold and
proceeds thereof credited to Insolvency and Bankruptcy Fund formed under Section
224 of the Insolvency and Bankruptcy Code, 2016.
(10) A company registered under this section shall amalgamate only with another
company registered under this section and having similar objects.
2013, which corresponds to Section 25 of the
Companies Act, 1956 without obtaining a licence from
the Central Government to that effect.
It was stated that non-obtaining of such
licence, attract the provisions under Section 4475 of
the Companies Act, 2013 and the Petitioner was
called upon to show cause by letter dated 11.05.2021
(Annexure-H/8) issued by Opposite Party No.1, as
noted above.
3-D. In response thereto, the Petitioner submitted a
show cause on 27.05.2021 detailing therein that she
has absolutely no complicity in the matter and in fact,
she was one of the Directors, who flagged that the
Articles of association (AoA) of the Company are not
in consonance with the Companies Act, 2013 and for
which she was suspended from the Board on
14.01.2021 and she resigned on 11.02.2021. The
Petitioner also asserted that in the light of the recitals
in the show cause, the offence under Section 4475 of
the Companies Act, 2013 is ex-facie not attracted qua
the Petitioner. Hence, requested that no action ought
to be initiated against her.
(11) If a company makes any default in complying with any of the requirements
laid down in this section, the company shall, without prejudice to any other action
under the provisions of this section, be punishable with fine which shall not be less
than ten lakh rupees but which may extend to one crore rupees and the directors
and every officer of the company who is in default shall be punishable [* * *] with
fine which shall not be less than twenty-five thousand rupees but which may extend
to 3[twenty-five lakh rupees:
Provided that when it is proved that the affairs of the company were
conducted fraudulently, every officer in default shall be liable for action under
Section 447.
3-E. The Opposite Party instituted the 2(c) C.C.
Case in question, "on account of the replies
received from the Directors were not
satisfactory".
3-F. The prayer of the Petitioner seeking discharge
under Section 2271 of the Cr.P.C. having been
negative by the Designated Court, the present
criminal revision has been preferred.
4. Learned counsel for the Petitioner submits that
the recitals in complaint petition, even if accepted at
their face value no offence under Section 4475 of the
Companies Act, 2013 is made out and learned
Designated Judge, mechanically relying on the
judgment of the Apex Court in the case of State of
Orissa vrs. Debendra Nath Padhi7, declined to
exercise jurisdiction and in the given facts of the case
at hand non-exercise of such jurisdiction being the
outcome of perverse appreciation, the matter merits
interference by this Court in exercise of its
revisionary power.
5. Per contra, learned CGC, Mr. Panda submits
that there is no infirmity in the impugned judgment in
as much as the learned Designated Court has rightly
held that, at the time of framing of charge, the
defence plea of the Petitioner cannot be taken into
account resulting in a "mini trial". As such, sought
dismissal of the present criminal revision.
State of Orissa v. Debendra Nath Padhi, (2005) 1 SCC 568
6. During the course of submission, the learned
counsel for the Petitioner also urged that, in the
absence of the company being cited as an accused,
the very institution of 2(c)CC case is bad in law.
To fortify his submission in this regard, he
relied on the judgment of the Apex Court in the case
of Iridium India Telecom Ltd. v. Motorola Inc.8
and Cox & Kings Ltd. v. SAP India (P) Ltd.9
It is fairly stated that such contention has not
been mentioned in the petition filed before the
Designated Court, though raised during the course of
submission and it is his further submission that since
the same is a point of law, there is no embargo to
raise it before this Court as well.
7. Learned CGC, Mr. Panda, states that because
of non-availability of the pleadings in the said regard,
the learned Designated Court presumably did not
take the same into account and as such, did not
record a finding on the said score. But, the Petitioner
ought not to have any grievance on the said count,
though conceding that it being a point of law can be
raised before this Court.
8. It is also apropos to reiterate the settled
position that a question of law can be raised at any
stage of a proceeding. Reference can be respectfully
made to the following judgments of the Apex Court;
Iridium India Telecom Ltd. v. Motorola Inc., (2011) 1 SCC 74
Cox & Kings Ltd. v. SAP India (P) Ltd. , (2024) 4 SCC 1
1. R. Nagaraj v. Rajmani10
2. Sanghvi Reconditioners (P) Ltd. v. Union of
India11
3. Greater Mohali Area Development Authority
v. Manju Jain12
4. State of Madras v. Rajagopalan13
5. Ariane Orgachem (P) Ltd. v. Wyeth
Employees Union14, (2015) 7 SCC 561
9. To buttress his submission that the learned
Designated Court erred in law in appreciating the
scope of Section 2271 of the Cr.P.C., learned counsel
for the Petitioner, relied on the following judgments;
i. Union of India vs. Prafulla Kumar
Samal and others15
ii. Satish Mehra vs. Delhi Administration
and another16
iii. Dipti Ranjan Patnaik and Ors. Vs. State
of Odisha17
iv. Nitu Gupta and others vs. State of
Odisha18
9-A. Mr. Panda, learned CGC, submits that on the
face of it, the said judgments are distinguishable on
account of the facts in the present case and are not
R. Nagaraj v. Rajmani, 2025 SCC OnLine SC 762
Sanghvi Reconditioners (P) Ltd. v. Union of India, (2010) 2 SCC 733
Greater Mohali Area Development Authority v. Manju Jain, (2010) 9 SCC 157
State of Madras v. Rajagopalan, (1955) 2 SCC 112
Ariane Orgachem (P) Ltd. v. Wyeth Employees Union, (2015) 7 SCC 561
Union of India vs. Prafulla Kumar Samal, (1979) 3 SCC 4
Satish Mehra vs. Delhi Administration , (1996) 9 SCC 766
Dipti Ranjan Patnaik v. State of Odisha , 2021 (I) ILR - CUT- 167
Nitu Gupta and others vs. State of Odisha, 2021 ORI 452
applicable and reiterates his submission that, in view
of the judgment of the larger Bench of the Apex
Court in the case of Debendra Nath Padhi
(Supra)7, rightly relied upon by the learned
Designated Court, the criminal revision is liable to be
dismissed.
10. To appreciate the rival contentions, it is
apposite to quote Section 2271 of the Code of
Criminal Procedure, 1973.
"227. Discharge- If, upon consideration of the
record of the case and the documents submitted
therewith, and after hearing the submissions of
the accused and the prosecution in this behalf, the
Judge considers that there is not sufficient ground
for proceeding against the accused, he shall
discharge the accused and record his reasons for
so doing."
(Emphasized)
It may not be out of place to note that the
said provision was introduced for the first time in the
Code of Criminal Procedure, 1973.
11. To effectuate the principle that in the absence
of a prima facie case, an accused should not be made
to go through the ignominy of a criminal trial, in the
backdrop of enactment of Section 2271 by Code, 1973
and in the light of the law laid down in the case of
Debendra Nath Padhi (Supra)7, the competing
claims have to be adjudicated.
12. The complaint in question relates to alleged
violation of Section 86 of the Companies Act, 2013
(25 of the Companies Act, 1956) and it is stated that
the Petitioner is liable to be prosecuted under Section
4475 of the Companies Act, 2013.
13. It is strenuously urged by the learned counsel
for the Petitioner that even if the materials relied
upon by the prosecution are accepted as it is, no
prima facie case is made out against the Petitioner.
In this context, the attention of this Court is
drawn to the complaint petition filed before the
learned Designated Court, which is on record at
Annexure-2. In the said complaint petition, the
Petitioner is arrayed as Accused No.8.
13-A. Paragraphs-3 to 6 of the complaint petition,
which are relevant for just adjudication, are extracted
hereunder;
"3. That, it has observed from the letter
No.UCCI/2(7)/ 2020/237 dated 16.12.2020 of the
company submitted with the office of the
complainant wherein it is stated that:
"The intent and contents of MOA clearly
establishes that the Utkal Chamber of Commerce
and Industry Ltd. incorporated under the
Companies Act, 1956 is similar to that of a
Section-86 (erstwhile Section-25) not-for-profit
company mainly to promote and protect the
interest of its members representing the trade,
commerce and industry in the state of Odisha.
However, the company is not registered under
erstwhile Section 25 of the Companies Act, 1956
and not obtained any license to that effect from
the ROC, Odisha, Cuttack.
From the above, it is clear that the company is
presenting it-self and carrying its business
similar to that of a company registered under
Section 86 of the Companies Act, 2013 (erstwhile
Section 25 of the Companies Act, 1956) without
obtaining a license from the Central Government
to that effect which attracts the provisions made
under Section 447 of the Companies Act, 2013.
4. Thus, the Directors/Officers of the company
are liable for punishment under Section 447 of the
Companies Act, 2013.
5. That, prior to filing of this instant case, a Show
Cause Notice was issued to the accused vide office
of the complainant's Notice No.ROC/Compt/
VIP/74/2020/263(8) dated 11.05.2021 calling
upon to explain as to why necessary penal action
shall not be Initiated against them under Section
447 of the Companies Act, 2013 for violation of
Section 447 of the Companies Act, 2013. But, the
replies received from the Directors were not
satisfactory.
6. That, the accused No.1 to 8 are the
directors/officers of the Company at all relevant
times and hence the directors/officers of the
Company who are in default."
(Emphasized)
14. And, referring to the same, it is submitted by
the learned counsel for the Petitioner that it is the
admitted case of the prosecution, that the complaint
was instituted on account of a letter dated
16.12.2020 of the Company submitted to the
complainant, Assistant Registrar of Companies-cum-
Asst. Official Liquidator. Admittedly, the said letter
relied upon by the complainant is on record before
this Court as well as the learned Trial Court and the
said letter was issued by Proforma Opposite Party
No.2 in his capacity, as the President.
For convenience of reference the said letter
dated 16.12.2020 relied upon to institute the
complaint, is culled out hereunder;
15. On perusal of the complaint petition, it is seen
from paragraph-5, as quoted above, before filing of
the case, a show cause notice was issued to the
Petitioner on 11.05.2021.
But, as her reply was found to be not
satisfactory, the proceeding was instituted. Thus, it is
clear that show cause was taken into account, by the
complainant, before institution of the case at hand.
The said show cause as well as the reply
submitted by the Petitioner were on record before the
learned Trial Court as well as this Court.
15-A. In her reply to such show cause, the Petitioner
has stated that, in fact, in the meeting of the Board
of Directors which was held on 15.07.2020, it was
resolved for the first time to comply with the
provisions of the Companies Act, 2013 by Resolution
No.3.
The minutes of the 4th Board of Directors
Meeting of UCCI including the said resolution was on
record before the Designated Court. The same forms
part of the record of this Court as well and is quoted
hereunder;
"xxx xxx xxx
RESOLUTION-3
RESOLVED that all actions, decisions required to be
taken by the Company (UCCI), be and are hereby
decided to be undertaken in accordance with the
extant provisions of Companies Act, 2013 in order
to prevent the Company from violating the Act.
It was further RESOLVED that early and prompt
action be taken to complete the amendments
required in the Articles of Association on priority
basis following the procedures provided in the
Companies Act, 2013 and with observance of the
COVID stipulations.
xxx xxx xxx
The following member of Board of Directors casted
their vote in support of above resolutions.
1. Smt. Saswat Patnaik : Vice President (I)
2 Sri Dhiren Kumar Dhal : Honorary secretary
3. CA. Giridhari Lal Sharma : Honorary Treasurer
4. Sri Sanjeev Mahapatra : Honorary Joint secretary
5. Sri Jyotirmoy Mohanty : Honorary Joint Treasurer
The following member of Board of Directors
dissented for adoption of above resolution.
1. Sri Ramesh Mahapatra : President
2 Sri Ashok Kumar Sharda : Vice President (C)
3. Sri Dipak S. Rathor : Vice President (G)
Before the conclusion of the meeting, Sri Ramesh
Mahapatra, President, Sri Ashok Kumar Sharda,
Vice President (C) and Sri Dipak Rathor, Vice
President (G) left the meeting. Then the meeting
was presided over by Sri Dhiren Kumar Dhal, Hon.
Secretary. After deliberation all the above
resolutions were adopted with majority votes.
There being no other matter to discuss the meeting
ended with vote of thanks to their chair.
xxx xxx xxx"
(Emphasized)
It is worth reiterating that the Petitioner as
Vice President along with Proforma Opposite Party
(accused) Nos.5, 3, 7 and 8 were signatories to such
resolution.
Proforma Opposite Party Nos. 2, 6 and 4
refused to sign the same.
(The sequence of Proforma Opposite Parties is
reflected above, as per the Board Resolution dated
15/17.07.2020 of assenting and dissenting
members.)
16. It is apt to note that the letter dtd 16.12.2020
of the Proforma Opposite Party No.2, in his capacity
as President, was the raison d'être for launch of
prosecution, as evident from a bare perusal of the
complaint.
The relevant extract of the complaint is culled
out hereunder for convenience of ready reference;
"AND WHEREAS, this office has observed from the
letter No.UCCI/2(7)/ 2020/237 dated 16.12.2020
of the company submitted with this office wherein
it is stated that:
"The intent and contents of MOA clearly
establishes that the Utkal Chamber of Commerce
and Industry Ltd. incorporated under the
Companies Act, 1956 is similar to that of a
Section-8 (erstwhile Section-25) not-for-profit
company mainly to promote and protect the
interest of its members representing the trade,
commerce and industry in the state of Odisha.
However, the company is not registered under
erstwhile Section 25 of the Companies Act, 1956
and not obtained any license to that effect from
the ROC, Odisha, Cuttack."
From the above, it is clear that the company is
presenting it-self and carrying its business similar
to that of a company registered under Section 8 of
the Companies Act, 2013 (erstwhile Section 25 of
the Companies Act, 1956) without obtaining a
license from the Central Government to that effect
which attracts the provisions made under Section
447 of the Companies Act, 2013.
AND THEREFORE, the undermentioned addressee
being relevant Officers/ Directors of the Company,
who is/are in default, are hereby called upon to
Show Cause within 14 (fourteen) days hereof as
to why necessary penal action under Section 447
of the Companies Act, 2013 shall not be initiated
against them."
(Emphasized)
17. The Petitioner inter alia stated in her reply to
the show cause that she joined the company for the
first time as a Vice-President (Industries) on
November, 2019. And, she was suspended on
14.01.2021 and she resigned on 11.02.2021, even
before the show cause in question dated 11.05.2021
was issued to her.
As such, she was no longer an "office bearer"
on the date of issuance of such show cause.
This factual aspect is not disputed by the
learned CGC, being matter(s) of record.
18. It is the further submission of the learned
counsel for the Petitioner that even if the allegation
as leveled are taken at its face value, by no stretch of
imagination allegations of fraud can be leveled
against the Petitioner for which the prosecution under
Section 4475 of the Companies Act, 2013 has been
instituted.
In fact, it is submitted, referring to the
materials on record, including the reply to the show
cause notice submitted and considered by the
prosecution, that it unambiguously demonstrates that
the Petitioner had done everything within her domain,
as a law-abiding person, to prevent the precipitation
of illegality on account of non-compliance with the
statutory prescriptions as stipulated under Section
Section 86 of the Companies Act, 2013 (Section 25 of
the Companies Act, 1956), for which she was
suspended.
18-A. It is also submitted that fraud has been
defined under Section 4475 of the Companies Act,
2013. And, non-filing of return would ipso facto does
not come under such definition of fraud. And, it is
further urged that instances of allegation/accusation
of fraud have to be specifically pleaded and in
absence thereof, the same cannot be alleged
mechanically in the complaint.
19. Learned CGC, Mr. Panda submits that the
submissions of the learned counsel for the Petitioner
in the first blush may be found to be attractive, but
has to be rejected as untenable, since entertaining
such contention would result in "Mini trial" which has
to be shunned while considering prayer for discharge
under Section 2271 of Cr.P.C., as has been decided by
the larger Bench judgment of the Apex Court in the
case of Debendra Nath Padhi (Supra)7.
20. On the basis of materials on record relied upon
by the prosecution, the sum and substance of the
allegation against the Petitioner was that returns
were not filed by the company in terms of Section 86
of the Companies Act, 2013 (Section 25 of the
Companies Act, 1956). Admittedly, incorporation
of the Company was on 13.01.1964 and the
Petitioner having been declared elected as
uncontested Vice-President joined as the
Director of the Company for the first time on
04.09.2019.
In the reply to the show cause, it was
unequivocally stated by the Petitioner that on
15/17.07.2020 in the 4th Board of Directors Meeting,
which has been referred to in the show cause issued
to the Petitioner, at the first given opportunity, the
Petitioner flagged the issue of non-compliance of
Section 86 of the Companies Act, 2013 (Section 25 of
the Companies Act, 1956).
And, in support of such recitals in reply to the
show cause, the materials were placed before the
learned Designated Court and also this Court.
But, the learned Court below refused to take
into account the same inter alia on the ground that
the same is the defence of the Petitioner.
21. It is worth reiterating that the documents
relied upon by the Petitioner had their moorings in
the show cause reply submitted by her, which forms
part of the complaint case. The same being reflected,
in paragraph-5 of such complaint petition reads as
under;
"5. ................ But, the replies received from
the Directors were not satisfactory".
Hence, it is manifestly clearly that no new
materials were introduced to substantiate her prayer
for discharge.
22. At this juncture, in the factual matrix of the
case at hand reference can be gainfully made to the
judgment of the Apex Court in the case of Rukmini
Narvekar vs. Vijaya Satardekar and others19
wherein, referring to the judgment of the Apex Court
in the case of Debendra Nath Padhi (Supra)7, it
was clarified that when there are materials which
unequivocally demonstrate that the prosecution case
is ex-facie untenable, the same ought to be taken
into account.
Paragraph-22 of the said judgment is
extracted hereunder;
"22. Thus in our opinion, while it is true that
ordinarily defence material cannot be looked into
by the court while framing of the charge in view
of D.N. Padhi case, there may be some very rare
and exceptional cases where some defence
material when shown to the trial court would
convincingly demonstrate that the prosecution
version is totally absurd or preposterous, and in
such very rare cases the defence material can be
looked into by the court at the time of framing of
the charges or taking cognizance. In our opinion,
therefore, it cannot be said as an absolute
proposition that under no circumstances can the
court look into the material produced by the
defence at the time of framing of the charges,
though this should be done in very rare cases i.e.
Rukmini Narvekar v. Vijaya Satardekar, (2008) 14 SCC 1
where the defence produces some material which
convincingly demonstrates that the whole
prosecution case is totally absurd or totally
concocted."
(Emphasized)
23. As noted above, in the considered view of this
Court the learned Designated Court erroneously held
that the Petitioner is attempting to call upon the
Court to delve into the stand of the defence, which
would result in a "mini trial".
24. On a perspicuous analysis of the materials on
record, relied upon by the prosecution, this Court is
persuaded to hold that the learned Designated Court
failed to appreciate that the materials on record
referred to by the Petitioner were considered by the
complainant, while rejecting the show cause reply of
the Petitioner. Hence, the learned Trial Court arrived
at wrong conclusion that they are being introduced
for the first time by way of defence.
25. Reference by the Designated Court to Section
44820 of the Companies Act, 2013 establishes that it
has completely misdirected itself in appreciating the
materials on record. It is nobody's case that the
Petitioner is liable under Section 44820 of the
Companies Act, 2013.
448. Punishment for false statement.--Save as otherwise provided in this
Act, if in any return, report, certificate, financial statement, prospectus, statement
or other document required by, or for, the purposes of any of the provisions of this
Act or the rules made thereunder, any person makes a statement,--
(a) which is false in any material particulars, knowing it to be false; or
(b) which omits any material fact, knowing it to be material,
he shall be liable under Section 447.
25-A. In doing so, the learned Designated Court
committed a classic fallacy of posing the wrong
question(s) for which evidently did not get the right
answers. Even otherwise as already noted in the light
of the judgment of the Apex Court in the case of
Rukmini Narvekar (Supra)19, there is no absolute
embargo for the Courts to look into the materials,
produced by the defence at the time of framing of
charge, which unequivocally and demonstratively
point to the innocence of an accused.
26. On a bare reading of the complaint, as filed, it
is seen that the same is against the company and as
urged by the learned counsel for the Petitioner, the
company has not even been cited as an accused and
the genesis of the institution of the complaint is a
letter dated 09.12.2020 issued by Proforma Opposite
Party No.2 as President, which ought to have been
construed in the face of resolution passed by the
Petitioner and others on 15/17.07.2020, extracted
hereinabove, admittedly not signed by the said
Opposite Party, who wrote the letter dated
09.12.2020, resulting in initiation of the complaint
case.
27. On a conspectus of materials on record, this
Court is persuaded to hold that the Petitioner has
been able to unequivocally demonstrate that the
prosecution case is ex-facie untenable and also
establish that "there is no sufficient ground for
proceeding against her" and the exercise of
jurisdiction by the Designated Judge in rejecting her
prayer for discharge, is outcome of perverse
appreciation of facts and fallacious application of law.
As such, warrants interference by this Court in
exercise of its revisional jurisdiction.
28. In the factual backdrop of the case at hand,
qua the Petitioner, it can be said that it's a glaring
instance of "more sinned against than sinning"21.
29. The criminal revision is thus allowed. The
impugned order dated 12.01.2026 passed by the
learned District & Sessions Judge, Cuttack in 2(c)
C.C. (Comp) No.09 of 2021 is set aside.
The Petitioner stands discharged of the
accusation in 2(C).C.C (Comp) Case No.9 of 2021 on
the file of learned District & Sessions Judge, Cuttack.
30. The question of maintainability of the
complaint under Section 4475 of the Companies Act,
2013, in the absence of a company being cited as an
accused, is left open.
31. The criminal Revision and the pending I.A. are
disposed of accordingly.
(V. NARASINGH)
Judge
Digitally Signed Orissa High Court, Cuttack,
the 23rd February, 2026/ Santoshi
Reason: Authentication
Location: High Court of Orissa, Cuttack
Date: 24-Feb-2026 18:43:53
King Lear: William Shakespeare
