The transfer of shares without proper documentation and board resolution constituted a prima facie case for trial, and the pendency of a civil proceeding cannot bring an end to a criminal proceeding.

JUDGMENT :

SUBHASH VIDYARTHI, J.

1. Heard Dr. L.P. Mishra, and Sri Prafulla Tiwari Advocates, the learned counsel for the applicant, Smt. Parul Kant, the learned A.G.A. for the State and Sri Vikas Tiwari and Sri Aditya Vikram Singh Advocates, the learned counsel for the opposite party No. 2.

2. By means of the instant application filed under Section 482 Cr.P.C. the applicant has sought quashing of the charge-sheet dated 04.02.2023 for commission of offences under Section 409 and 420 I.P.C. filed in furtherance of F.I.R. No. 572 dated 26.10.2021 under Sections 406, 420 IPC, Police Station Vibhuti Khand, District Lucknow and the order dated 13.02.2023 passed by the Additional Chief Judicial Magistrate-II, Lucknow in Criminal Case No. 18415 of 2023, whereby the Court has taken cognizance of the offences and summoned the applicant to face the trial.

3. Opposite party No. 2 had lodged the FIR alleging that he is a major shareholder of M/s Piscesia Power Transmission Private Limited (hereinafter referred to as ‘PPTPL’) and he holds 24% shares of the aforesaid company. A firm - M/s Bigha Infraventures Private Limited controlled by the informant holds 26% shares of PPTPL. Thus, the informant has 50% shares in PPTPL. PPTPL holds 98% shareholdings in a company called J.B. Test and Commissioning Private Limited (hereinafter referred to as ‘JBTCPL’) which is a subsidiary company of PPTPL. The applicant-Prashant Singh misused his position as a Director of JBTCPL and fraudulently transferred 98% of its shares in his favour without giving any information of the share transfer to the Board of Directors of PPTPL and without execution of any transfer deed against the provisions of the Companies Act, 2013.The applicant forged signatures of the share holders of PPTPL, committed forgery, criminal breach of trust and he committed theft of the shares.

4. Although the FIR was registered for offences under Sections 406 and 420 IPC, after investigation, a charge-sheet was submitted for offences under Sections 409, 420 IPC on 26.10.2021 and on 13.02.2023, learned Additional Chief Judicial Magistrate passed an order taking cognizance of the offences and summoning the applicant to face trial.

5. The case set up by the applicant in the application under Section 482 Cr.P.C. is being briefly stated in the following paragraphs:

5.1 The applicant had formed JBTCPL in the year 2002 as a proprietorship concern. PPTPL was formed in the year 2012. The applicant and one Vandana Yadav had 50% shares each in the said company and they were the Directors of the Company.

5.2 On 06.11.2015, proprietorship concern JBTCPL was converted to a private limited company with Vandana Yadav holding 25% shares and her husband Vikas Yadav holding 25% shares and the applicant Prashant Singh holding 50% shares and all of them were Directors of the Company.

5.3 On 01.03.2016, 98% shares of JBTCPL were transferred to PPTCL and merely 1% shares remained with the applicant and 1% shares remained with Vandana Yadav. However, no transfer deed was executed for transfer of 98% shares of JBTCPL.

5.4 The first informant, Manoj Kumar Singh was inducted as General Manager (Finance) in PPTPL in the year 2016. He was the head of the Finance Department of the company and he was responsible to facilitate the accounts and finance related transactions of the company. Being the General Manager of PPTPL, the informant was equally responsible for any transaction of the company like the Directors, Chartered Accountant and the Company Secretary of the Company.

5.5 At the time of lodging of the FIR, the informant was holding 24% shares in PPTPL in his individual capacity whereas M/S Bigha Infraventure Private Limited, a company owned and managed by the informant, had 26% shares, which it had acquired in March, 2020.

5.6. Vivek Yadav was arrested in the year 2017 in Case Crime No. 639 of 2015 under Sections 364, 384 and 506 IPC, Police Station Kalyanpur, District Kanpur Nagar and his bail application was rejected by mean