Criminal proceedings against professional officers for financial irregularities are unsustainable without specific allegations of mens rea against the individual and the mandatory joinder of the principal corporate entity, as failure to meet these standards constitutes an abuse of the judicial process.

Judgment :

Ajay Kumar Gupta, J.

1. The petitioner being the Auditor/accused has filed these two Criminal Revisional Applications under Section 482 of the Code of Criminal Procedure, 1973 (in short ‘Cr.P.C.’) being CRR No. 1881 of 2020 and CRR No. 1883 of 2020 seeking quashing of proceedings being Complaint Case No. 44/2019 and Complaint Case No. 43/2019, now pending before the Learned Judge, 2nd Special Court at Kolkata under Section 129 and 448 of the Companies Act, 2013 (in short ‘the said Act’). Both complaints were lodged by the Deputy Registrar of Companies (Vineet Rai) on similar facts and allegations of two different companies. As such, both cases have been taken up together on the consent of the parties for their disposal with a common judgment for the sake of convenience and to avoid repetition.

FACTS OF THE CASE: -

2. The specific case of the petitioner herein is that he is a practising Chartered Accountant and an Income Tax payee. The Deputy Registrar of Companies, West Bengal. He filed two complaint cases, one being Complaint Case No. 44/2019 against two Directors (accused nos. 1 and 2) of M/s. Marco Polo Restaurants Pvt. Ltd. and the petitioner (accused No. 3) and another, being the Complaint Case No. 43/2019 against two Directors of M/s. Balai Lal Mookerjee & Co.Pvt. Ltd. and the petitioner (accused no. 3), being the statutory auditor of the said company under Sections 129 and 448 of the said Act.

3. It appears from the said complaint that the charge against the petitioner is only under Section 448 of the said Act. There was a rivalry and/or dispute between the companies and third parties, wherein Prakash Kumar Roy, who has no connection whatsoever with the said companies, started filing complaints against the companies. Based on that, these complaints have been filed. It will be seen from the complaint that violations of Section 129 of the said Act have been attributed to accused nos. 1 and 2 (in both the Complaints), whereas violations of Section 448 of the said Act have been attributed to all. The company against which allegations are made has not been made a party in either of the complaints.

4. The petitioner asserts that no case has been made out against him in either of the complaints. The complaints are cryptic, and there is no description with regard to the violation of the provisions of the said Act by the petitioner. The allegations are false, baseless, vague and frivolous.

5. The Learned Judge, by order dated 22nd November, 2019, has found a prima facie case against the accused persons and took cognizance and issued summons upon the accused persons. It will appear that the Learned Judge has not applied her mind at all. The relevant portion from the order is quoted below.

“Heard. Perused the application. The complainant is a public