IN THE HIGH COURT OF JUDICATURE AT MADRAS RESERVED ON : 26.06.2023 PRONOUNCED ON : 03.07.2023 CORAM :

THE HONOURABLE MR. JUSTICE SUNDER MOHAN Criminal Original Petition No. 19154 of 2021 and Crl.M.P. No. 10473 of 2021 Mr.Sivananda Rajaram, Director NSK Ship Management Pvt.Ltd., 3^rd Floor, Khivraj Complex, 477-482 Anna salai Nandanam, Chennai – 600 035.

Having residence address at B-23, Chaitanya Nest, 9, Ratnanagar Main Road, Teynampet, Chennai – 600018. ... Petitioner Versus M/s.New Shipping Kaisha Ship Management Pvt.Ltd., Represented by its Director, Mr.Anitha Nanda Having its registered office at No.103, First Floor, Sigma Wing, Raheja Towers, Anna Salai, Chennai – 600002.

Also at Ground Floor No.31/A69, Crystal Court, 11^th Street, A-Block, Anna Nagar East, Chennai 600012. ... Respondent PRAYER : Criminal Original Petition filed under Section 482 of the Criminal Procedure Code seeking to call for the records in Spl.C.C. No. 2 of 2021 pending before the XVI Additional City Civil Court, Chennai and quash the same against the petitioner herein.

For Petitioner : Mr. K.M. Aasim Shehzad for M/s. B.F.S. Legal.

For Respondent : Mr. A.R. Ramanathan.

O R D E R

The petition is to quash the complaint filed for the alleged offences under Sections 447 and 452 of the Companies Act, 2013 [hereinafter referred to as 'the Act' for the sake of convenience] read with Section 415, 403, 405, 408, 425, 378 and 120 of the Indian Penal Code.

2.It is alleged in the complaint that the petitioner was appointed as Marine Manager in the respondent's company on 09.05.2018; that ever since the appointment, he was incharge of the business operation of the respondent company and he operated the bank account; that he was handed over the laptop along with software and he was aware of all the confidential business information; that the respondent through its parent company in Singapore had an agreement with the company by name 'Daitoh Trading Company Limited, Japan' [hereinafter referred to as 'Daitoh' for the sake of convenience] for management of ships; that around June 2020, the petitioner connived and colluded with its customer Daitoh and made them terminate their agreement with the respondent's parent company for ship management; that on 12.06.2020, the said Daitoh had issued a termination notice; that even while he was working with the respondent without the knowledge of the respondent incorporated a separate company as early as in June 2020 by the name 'NSK Ship Management Pvt. Ltd.,' which had an identical name and operating pattern as that of the respondent's company; that on 15.07.2020, the petitioner was appointed as Director in the said company although he was in employment with the respondent company; that thereafter the respondent came to know that Daitoh had entered into an agreement for the management of the vessels with the company which was incorporated by the petitioner; that the petitioner who was aware of the technical know-how, operational intellect, systems and contracts, entire business planning material and other software has committed theft of the same; that he had also lured the other employees and had given jobs to them in the new company; that he had also not returned the laptops handed over to him; that because of the wrongful act committed by the petitioner, the respondent suffered a loss of Rs.1,00,00,000/- (Rupees one crore only) to the company; and that the complaint was filed before the Special Court constituted under the Act since the Special Court had jurisdiction to try the offences.

3. (a)The learned counsel for the petitioner submitted that the main allegation against the petitioner is that he had committed fraud and caused loss to the respondent company by incorporating and joining a company which had a similar name and operating pattern as that of the respondent company and diverted the business of management of the vessels of Daitoh. The allegations, even if accepted to be true, would not attract any of the offences alleged