A company cannot evade criminal liability for actions taken by its officers, and a power of attorney holder with knowledge can file a valid complaint.

ORDER :

1. The petitioner who is accused No.1 in C.C.No.3118/2017 is before this Court seeking for the following reliefs:

“Quash the complaint and entire proceedings in C.C.No.3118/2017 on the file of the Hon’ble IV Additional Chief Metropolitan Magistrate, Bengaluru, as against the petitioner, and grant such other and further reliefs as are just.”

2. The Petitioner – United Spirits Limited (USL) claims to be a leading liquor manufacturer in India, originally incorporated as ‘McDowell Spirits Limited’ under the Companies Act, 1956, listed on the National Stock Exchange Limited and the Bombay Stock Exchange Limited. The complainant had filed a complaint seeking prosecution of the accused and certain officials employed by the accused, alleging that they had systematically carried out a planned conspiracy for cancelling the complainant’s valuable shares by generating duplicate share certificates worth about Rs.90 lakhs to Rs.1 crore and thereby have committed offences under Sections 477, 467, 418, 416, 405, 403, 197 and 198 read with Sections 34 and 120A of IPC. The Magistrate, having recorded the sworn statement, issued process vide order dated 23.12.2016. Upon service of said process, the petitioner is before this Court seeking for the aforesaid reliefs.

3. The essential allegations made in the private Complaint filed by the complainant under Section 200 of Cr.P.C which came to be registered as PCR No.3917/2016 and thereafter as C.C.No.3118/2017 is that accused No.1 i.e., the petitioner herein and McDowell Holdings Limited are public companies listed on the National Stock Exchange Limited and the Bombay Stock Exchange Limited, accused No.3 – Integrated Enterprises (India) Limited is the Registrar and Share Transfer Agent of accused No.1 and 2 Companies.

4. The complainant’s father, late Rajesh Himmatlal Shah, expired on 12.09.2003. The said father was the owner and held several stocks and securities in his name, jointly in the name of his wife, Smt.Priti Rajesh Shah’s portfolio included 3100 equity shares of accused No.1 Company and 620 equity shares of accused No.2 Company. The complainant’s father is survived by the complainant, his wife, viz., the complainant’s mother and his mother, viz., the complainant’s paternal grandmother.

5. All of them had filed a proceeding before the Hon’ble Bombay High Court for the issuance of succession certificates, which was granted on 26.12.2014. Based on the said certificate, the complainant approached accused No.3 for transmission of shares in favour of the complainant and record his name as the owner of the shares in the records of the accused Nos.1 and 2 companies.

6. The complainant was shocked to receive a letter dated 11.02.2015 from accused No.3 stating that based on the alleged report, the scheduled shares were purportedly lost, accused No.3 had issued duplicate shares to the complainant’s father, dematerialised the duplicate shares in the year 2013.

7. The complainant’s mother, i.e., wife of deceased Rajesh Himmatlal Shah, wrote to accused No.3 on 09.03.2015, calling upon accused No.3 to furnish details of the manner in which the accused No.3 had issued the duplicate shares. Accused No.3. had forwarded some documents purportedly submitted by the complainant’s father and claimed that it had acted appropriately in issuing the duplicate shares. By a separate letter dated 17.04.2015, accused No.3 had also forwarded some of the documents purportedly submitted by the complainant’s father in relation to the shares held in accused No.2 company and again claimed that it had acted appropriately.

8. The complainant contends that accused No.3 ignored the statement made by the complainant that the complainant’s father had expired in the year 2003. Hence, the question of the complainant’s father submitting any documents in the year 2012-13 would not arise. In that background, the complainant had filed two civil suits in O.S.No.1201/2016 regarding the shares and accused No.1 company and O.S.No.1203/2016 i