The main legal point established in the judgment is that the issuance of Look Out Circular (LOC) should be based on cognizable offences, and the guidelines for issuance of LOC should be followed. The judgment emphasized the importance of Fundamental Rights and the lack of concrete material to justify the LOC.

JUDGMENT :

1. Both the Writ Petitions involve the following prayer :-

“It is, therefore, humbly prayed that this Hon’ble Court may graciously be pleased to issue Rule Nisi calling upon the Opp. Parties to show cause and upon perusal of causes shown if any or upon insufficient causes shown make the said rule absolute by quashing the Look Out Circular issued against the Petitioner.

And may pass any appropriate order/orders as deemed just, fit and proper.

And may pass such other order/orders as deemed just and proper…”

2. For the grounds of challenge, even though independent persons involved but for the common nature of grounds involving both the Writ Petitions and common argument advanced by both side Counsel, on consent of the Parties, both the matters are taken up together and decided in one common judgment.

3. For substantial materials available in W.P.(C) No.9502/2022, this case is taken up as a lead case.

4. Facts, as borne in the lead case, are Petitioner No.1 is the Managing Director of M/s.Utkal Galvanizers Ltd., Petitioner No.2 is the former Director, Petitioner No.3 is one of the Directors of the Company and Petitioner No.4 is the CFO of the Company. It is necessary to bring here that the sole Petitioner involving W.P.(C) No.12872 of 2022 is also one of the Directors of the Company, M/s.Utkal Galvanizers Ltd. As disclosed, O.P.2, the ROC-cum-OL, Odisha forwarded a complaint on 21.10.2020 made by one Bangla Informer through email dated 5.11.2020. The Petitioners denied the contents in the complaint in their email response dated 9.11.2020. Complaint and several email responses are available at Annexure-1 series. While the matter stood thus, almost after a gap of five months, O.P.2 on 13.4.2021 issued a letter to M/s.Utkal Galvanizer Ltd. disclosing therein that there has to be an inspection of the Company under Section 206(5) of the Companies Act, 2013 under the direction of the Ministry of Corporate Affairs, Government of India, vide Annexure-2. It is claimed, the Company cooperated with the O.Ps. in the entire process of inspection even presented therein as and when there is asking for personal appearance of any of them. There has been appearance of the persons so directed even the Company has also submitted written response to the queries raised by the O.Ps., vide Annexure-3 series. Through the pleading, it is claimed, looking to the whole correspondences as of now, there is no complain on the involvement of either of the persons in any offence under the penal provision of law. It is further claimed, while the matter stood thus, the Company Secretary of the Company, M/s.Utkal Galvanizer Ltd., Ms.Shaama Bano was prevented from travelling abroad at New Delhi International Airport by the Immigration Authorities. She was verbally informed by the Authorities that there was issuing of Look Out Circular (LOC) against all the key managerial personnel pending inspection of the Records and Accounts of the Company initiated under Annexure-1. Finding unnecessary harassment, the Managing Director of the Company, Petitioner No.1, vide letter dated 2.3.2022 received by O.P.1 on 3.3.2022 requested O.P.1 to consider the decision of imposing restrictions on overseas travel of the Company Directors and key managerial personnel. In the said letter, there has been also showing of urgency of some Petitioners, as they are to participate in a business of export dealing through trade so supposed to take place in the USA between 26th -28th of April, 2022. Petitioner No.1 had also enclosed supportive documents in claiming such relief. It is alleged, in spite of such request, there is no response. In the meantime, vide letter dated 7.3.2022, there have been some further queries, which were replied on 21.3.2022. O.P.2 again issued a letter on 5.4.2022. The Petitioners claimed, they were in the process of submitting their replies while filing the Writ Petitions. Taking recourse to the Office Memorandum dated 27.10.2010 of the Ministry of Home Affairs, t