A dissolved company can still be prosecuted through its responsible individuals, affirming the continuity of liability under corporate law.

ORDER :

A. BADHARUDEEN, J.

The 3^rd accused in S.C. No.542/2020 on the Special Court (CBI), Ernakulam, has filed this Criminal Miscellaneous Case, under Section 482 of the Code of Criminal Procedure, 1973, seeking to set aside the common order dated 22.7.2022 in Crl.M.P. Nos. 6 and 405 of 2021 in the above case and to remove the 3^rd accused as the representative of the 1^st accused company.

2. Heard the learned counsel for the petitioner as well as the learned Standing Counsel appearing for the Directorate of Enforcement (ED). Perused the documents and decisions placed by the learned counsel for the petitioner.

3. In this matter, the prosecution case is that, the 1^st accused, M/s. Al Zarafa Travels and Manpower Consultations is a private limited company and the 1^st and 2^nd accused are Managing Director and Director of the company respectively. The 1^st accused company was involved in recruitment of manpower. Initially, the 2^nd accused was controlling the affairs of the company. Later, he made his wife, the 2^nd accused, as the Director of the Company and made one Renny Eapen, who was an employee of the Company, as a second Director and withdrew his Directorship from the Company. During the period from December, 2014 to March, 2015, accused Nos.2 and 3, who were carrying out the affairs of the company, cheated nursing aspirants, dishonestly and illegally, as the outcome of criminal conspiracy hatched between them, collected huge sum of money from nursing aspirants and about Rs.100 Crores was transferred via illegal hawala channels to Dubai. It is alleged further that, the 2^nd accused was the kingpin of the scam and the 3^rd accused, who was the then Director of the Company knowingly assisted the 2^nd accused in generating proceeds of crime, its concealment and transfer of money. On this premise, the prosecution alleges commission of offences punishable under Section 420 read with 120B of the Indian Penal Code, under Sections 13(2) read with 13(1)(d) of the Prevention of Corruption Act [hereinafter referred as the ‘P.C. Act’ for short] and under Sections 24 read with 25 of the Emigration Act, 1983 and under Sections 3 read with 4 of the Prevention of Money-Laundering Act, 2002 [hereinafter referred as the ‘PMLA Act’ for short].

4. It is submitted by the learned counsel for the petitioner that, the petitioner has been originally arrayed as the 3^rd accused in this crime as the Director of M/s. Al Zarafa Travels and Manpower Consultants Pvt. Ltd. and the 1^st accused in this crime is the company by name ‘M/s. Al Zarafa Travels and Manpower Consultants Pvt. Ltd’. The grievance of the petitioner is that, even though she got arrayed as the 3^rd accused being the Director of Company in this case, her name is shown as the person representing the Company as its Director. According to the learned counsel for the petitioner, as per Annexure-G notification issued as on 15.07.2021 by the Registrar of Companies, Kerala, the 1^st accused company is categorized as a dissolved company. Therefore, at present and after15.07.2021, the 1^st accused company is not in existence.

5. It is pointed out by the learned counsel for the petitioner that, as per Section 248 of the Companies Act, 2013, where the Registrar has reasonable cause to believe that, the company is not carrying on any business or operation for a period of two immediately preceding financial years and has not made any application within such period for obtaining the status of a dormant company under Section 445, the company can be dissolved.

6. It is pointed out by the learned counsel for the petitioner further that, Section 305 of Cr.P.C, specifically deals with the procedure when corporation or registered society is an accused and as per Section 305(2) of Cr.P.C, where a corporation is the accused person or one of the accused persons in an inquiry or trial, it may appoint a representative for the purpose of the inquiry or trial and such appointment need not be under the seal of the corporation. As per