The court affirmed that a party only involved in a civil contract cannot face criminal liability unless it directly transacted or misappropriated funds, supporting the need for a clear distinction between civil and criminal matters.

JUDGMENT :

Tirthankar Ghosh, J.

1. The present revisional application has been preferred challenging the continuation of the proceedings being GR(s) no.417/2020 arising out of New Market police station case no. 109/2020 dated 01.04.2020 under Section 120B/420/406/403/469 of the INDIAN PENAL CODE .

2. The petitioner before this Court is a Government of Kerala undertaking who have been implicated along others in connection with the instant case at the instance of the complainant/opposite party no.2. Petitioner approached this Court at a stage when the investigation of the case was pending, however, during pendency of the revisional application the investigating agency submitted charge-sheet as such the petitioner submitted a supplementary affidavit including the charge-sheet and all the documents relied upon by the prosecution under Section 207 of the Code of Criminal Procedure, which was also taken into account for the purpose of deciding the fate of the present revisional application.

3. The present case was initiated on the basis of an application under Section 156(3) of the Code of Criminal Procedure filed before the Learned Chief Metropolitan Magistrate, Calcutta, wherein the learned Chief Metropolitan Magistrate, Calcutta by his order dated 02.04.2020 was pleased to direct the Officer-in-charge, New Market, Police Station to start investigation on receipt of copy of the petition of complaint. The relevant paragraphs appearing against the present petitioner being M/s. Kerala State Electronics Development Corporation Limited in the complaint are set out as follows:

“4. That the accused no. 1, M/s Kerala State Electronics Development Corporation Ltd. [hereinafter referred to as "the accused no. 1"] is a public limited company within the meaning of the Companies Act, 1956 having its Registered Office at Keltron House, Vellayambalam, Trivandrum - 695 033, Kerala and its operational address at 20, Ballygunge Circular Road, Kolkata - 700 019. The accused no. 2, Venkateswara Rao is the General Manager (Corporate Marketing) of the accused no. 1. The accused no. 3, Arpan Chakraborty is the Kolkata Branch Head of the accused no. 1. The accused nos. 2 and 3 are the directing mind and will and alter ego of the accused no. 1 sitting at the helms of affairs of the respective offices of the accused no. 1. The accused nos. 2 and 3 jointly and/or severally dealt with/transacted with the responsible officers of the complainant company under the corporate veil of the accused no. 1 during the entire material time. They are also the alter ego of the accused no. 1 and answerable to the outer world for all the acts and deeds of the said accused no. 1 and further derive pecuniary benefit from the said company. The accused nos. 2 and 3 are fully aware of the facts and circumstances leading to the transaction held between the complainant company and the accused no. 1 during the entire material time and have specific knowledge of the entire transactions. Both of them have played active role in consummating the transaction.

7. That pursuant to a tender floated in the year 2017 by Asansol Municipal Corporation [hereinafter referred to in short as "AMC"] to implement Paperless Software amongst its various constituents and undertaken a project under the name and style 'Enterprise Municipal System' [hereinafter referred to as "the said project"], the accused No.1, M/s Kerala State Electronics Development Corporation Ltd. was successful bidder.

8. That on or about August 01, 2017 AMC entered into contract awarding the project implementation to the consortium of i) M/s Kerala Sta