Criminal proceedings cannot be quashed merely because the underlying disputes are civil in nature. The court must examine the specific allegations and determine whether they disclose the commission of any cognizable offences.

Sudip Ahluwalia, J.

1. This revisional application has been filed with the prayer for quashing the proceedings arising out of Complaint Case No. 829 of 2012 pending in the Court of the Learned Metropolitan Magistrate, 16th Court at Calcutta. Cognizance in the said case was taken by the Learned Court in respect of the offences under Sections 465/468/471/420/477A/ 403/120B/34/114 of the I.P.C. The complainant in the case was one of the Directors of the company “Matri Kalyan Nursing Home Pvt. Ltd.” having its registered office at 14 Ultadanga Road, Police Station – Burtala. It has been made out that the Company at the time of its inception had three Directors including the complainant, the present petitioner who is accused no. 1 in the complaint and a third person, namely Susanta Chandra. Each of the three Directors had shares totalling 300 in all, and individually held 100 shares each.

2. The petitioner/accused no. 1 being a Doctor and well versed in medical matters was accordingly entrusted with the job of running the Nursing Home located at Katwa in the District of Burdwan. The allegation of the complainant was that the same is established on the land and building belonging to all the three Directors jointly. It may be mentioned that the other accused persons in the Complaint case, who are not the petitioners here are stated to be wife of the petitioner (accused no. 2), its two Managers (accused nos. 3 and 4) and the Chartered Accountant entrusted to look after the Accounts related matters of the Nursing Home (accused no. 5).

3. A number of allegations have been made out in the original complaint to the effect that the accused persons have defalcated the proceeds generated through running of the Nursing Home. It has been further alleged that while the petitioner had been entrusted to look after day to day administration of the Nursing Home, he prevented the other Directors from entering the premises, and also put the chamber of the Managing Director located in the premises under lock and key, apart from taking away valuable documents pertaining to the establishment and running of the Company forcibly.

4. However, the substantive allegations against the petitioner as also the other accused persons which have emerged before this Court are that there have been many wilful misrepresentations on the part of the petitioner regarding certain specified declarations before the Registrar of Companies, on account of which the original Directors excepting the petitioner himself have suffered huge damage, and that certain decisions such as induction of new Directors and changing of the registered office from Ultadanga Road to Katwa had been made by the accused persons with the dishonest intention to defraud the affected persons including the original two Directors who were holders of shares at par with the petitioner. Furthermore, a false declaration was allegedly given by the petitioner which shows a total wash out of the original equity capital. The two other Directors including the compliment have not even been recognized as shareholders subsequently. The allegation in this regard is that all such actions were taken by the accused with the dishonest motive to usurp the shares and legitimate dues of the original Directors, and were also done by adopting patently illegal and dishonest means after wilfully sidetracking the provisions and procedures originally prescribed in the Company’s Memorandum of Association, and the relevant Articles of Association.

5. The contention of the petitioner in this regard is that all the actions allegedly imputed to him in the complaint are essentially matters arising out of civil disputes between the three shareholders and civil proceedings regarding the controversy are already pending before the Competent Court. It has also been contended that there is no question of the petitioner wrongfully ousting the complainant or anyone else, as he was admittedly already in possession and charge of the Nursing