IN THE HIGH COURT OF ORISSA AT CUTTACK (In the matter of an application under Sections 397 and 401 of the Cr.P.C. r/w Section 442 and 438 of BNSS, 2023.)

Saswata Patnaik …. Petitioner -versus-

1. The Assistant Registrar of Companies-cum-Asst.

Official Liquidator, Odisha, Office At-Corporate Bhawan, 3^rd Floor, CDA, Sector-1, Cuttack-753014 …. Opposite Party

2. Shri Ramesh Mahapatra 3. Shri Giridhar Lal Sharma

4. Shri Dipak S. Rathor

5. Shri Dhiren Kumar Dhal

6. Shri Ashok Kumar Sharda

7. Shri Sanjeev Mahapatra

8. Shri Jyotirmoy Mohanty …. Proforma Opposite Parties For Petitioner : Mr. L. Mishra, Advocate Mr. S.N. Rath, Advocate Mr. A. Sahu, Advocate Ms. S. Patnaik, Advocate Mr. P.P. Dash, Advocate For Opposite Parties : Mr. P.K. Parhi, DSGI Mr. J. Panda, CGC (for O.P.1)

CORAM:

JUSTICE V. NARASINGH DATE OF HEARING :18.02.2026 DATE OF JUDGMENT: 23.02.2026 V. Narasingh, J.

1. Assailing the order dated 12.01.2026 passed by the learned District & Sessions Judge, Cuttack in 2(c) C.C. (Comp.) No.09 of 2021, rejecting the prayer of the Petitioner under Section 227 of Cr.P.C.¹ for discharge, the present criminal revision has been preferred.

2. Heard learned counsel for the Petitioner and learned DSGI, Senior Counsel, Mr. Parhi, along with learned CGC, Mr. Panda, for Opposite Party No.1.

3. Brief facts germane for just adjudication run thus;

Utkal Chambers of Commerce & Industry Ltd.

(UCCI) was incorporated as a Public Company Ltd. by guarantee without share capital on 13.01.1964. On 04.09.2019, the Petitioner was declared elected uncontested as Vice-President (Industries) and functioned as such till she resigned on 11.02.2021.

3-A. In the 4^th Board of Directors Meeting of UCCI on 15/17.07.2020, a resolution was passed to ensure compliance with the Companies Act, 2013.

Resolution No.3, which is relevant, is extracted hereunder;

“RESOLUTION-3

1 227. Discharge.— If, upon consideration of the record of the case and the documents submitted therewith, and after hearing the submissions of the accused and the prosecution in this behalf, the Judge considers that there is not sufficient ground for proceeding against the accused, he shall discharge the accused and

record his reasons for so doing.

RESOLVED that all actions, decisions required to be taken by the Company (UCCI), be and are hereby decided to be undertaken in accordance with the extant provisions of Companies Act, 2013 in order to prevent the Company from violating the Act.

It was further RESOLVED that early and prompt action be taken to complete the amendments required in the Articles of Association on priority basis following the procedures provided in the Companies Act, 2013 and with observance of the COVID stipulations.”

3-B. When matter stood thus, on 09.12.2020, Opposite Party No.1 issued a letter under Section 206(1)² of the Companies Act, 2013 seeking clarification regarding alleged irregularities in the affairs of the company, and in response thereto, the President of UCCI, Proforma Opposite Party No.2 in the present criminal revision and accused No.1 before the Designated Court, submitted clarification on 16.12.2020 and thereafter, show cause notices were issued to the Petitioner on 17.02.2021 for alleged violation of Sections 4(1)(a)³ of the Companies Act, 2 206. Power to call for information, inspect books and conduct inquiries. (1) Where on a scrutiny of any document filed by a company or on any information received by him, the Registrar is of the opinion that any further information or explanation or any further documents relating to the company is necessary, he may

by a written notice require the company—

(a) to furnish in writing such information or explanation; or (b) to produce such documents, within such reasonable time, as may be specified in the notice.

3 4. Memorandum.—(1) The memorandum of a company shall state

(a) the name of the company with the last word “Limited” in the case of a public limited company, or the last words “Private Limited” in the case of a private limited

company:

Provided