Issues: (i) Whether an independent Chartered Accountant certifying statutory e-Forms is an officer or officer in default amenable to direct prosecution by the Registrar of Companies; (ii) Whether prosecution under Section 628 read with Section 75 of the Companies Act, 1956 can proceed without specific material showing mens rea, knowledge, or active connivance by the certifying professional; (iii) Whether the complaint filed in 2020 regarding e-Forms and allotments made between 2011 and 2014 was barred by limitation.

Issue (i): Whether an independent Chartered Accountant certifying statutory e-Forms is an officer or officer in default amenable to direct prosecution by the Registrar of Companies.

Analysis: The statutory definitions of officer and officer in default concern persons involved in corporate governance, management, and internal administration. Section 2(60)(v) of the Companies Act, 2013 excludes a person giving advice to the Board in a professional capacity. An external Chartered Accountant certifying statutory forms is not thereby transformed into an internal corporate officer. However, exclusion from officer status does not create an absolute immunity from prosecution under a provision directed at any person where active criminal complicity is prima facie shown.

Conclusion: An independent professional certifier is not an officer or officer in default merely by certifying statutory e-Forms, though prosecution for a separate offence may lie upon material establishing active criminal complicity.

Issue (ii): Whether prosecution under Section 628 read with Section 75 of the Companies Act, 1956 can proceed without specific material showing mens rea, knowledge, or active connivance by the certifying professional.

Analysis: Section 628 requires a knowingly false material statement or intentional concealment. The complaint attributed falsification, mala fides, and physical filing of the forms to the company director, while alleging only that the professional certified the forms. It contained no foundational allegation or material indicating personal knowledge of falsity, deliberate concealment, or connivance. The primary responsibility for accurate filing rested on the company and its directors under Rule 10 of the Companies (Registration Offices and Fees) Rules, 2014.

Conclusion: Prosecution of the certifying professional could not proceed because the complaint disclosed no specific material establishing mens rea, knowledge, or active connivance.

Issue (iii): Whether the complaint filed in 2020 regarding e-Forms and allotments made between 2011 and 2014 was barred by limitation.

Analysis: The alleged offence under Section 628 read with Section 75 carried a maximum punishment of two years and was therefore subject to the three-year limitation period under Section 468(2)(c) of the Code of Criminal Procedure, 1973. The complaint was instituted long after the relevant filings, without an application or sufficient basis for condonation under Section 473 of that Code. The date of filing of the complaint governs computation, and stale prosecution cannot be initiated after expiry of the prescribed period without valid condonation.

Conclusion: The complaint was incurably barred by limitation.

Final Conclusion: The discharge of the surviving independent professional stands sustained for absence of the essential factual basis for criminal liability and for expiry of the statutory limitation period; this determination does not preclude proceedings in accordance with law against the company or its internal management.

Ratio Decidendi: A professional certifier may incur criminal liability for false statutory filings only upon specific material demonstrating knowing falsity or intentional participation, and a prosecution initiated beyond the prescribed limitation period without condonation is legally untenable.

Issues: (i) Whether the High Court should, under Article 227, determine at the first instance the NCLT's jurisdiction and the maintainability or executability of the execution petitions; (ii) Whether execution proceedings before the NCLT should be stayed pending disposal of the civil appeals before the Supreme Court.

Issue (i): Whether the High Court should, under Article 227, determine at the first instance the NCLT's jurisdiction and the maintainability or executability of the execution petitions.

Analysis: The objection founded on Section 424(3) of the Companies Act, 2013, including the contention that an NCLAT order could not be executed by the NCLT, required consideration by the Tribunal before which the execution petitions were instituted. The supervisory jurisdiction under Article 227 could not be exercised to pre-empt the Tribunal's decision on jurisdiction, maintainability, or executability.

Conclusion: The jurisdictional and maintainability objections must be determined by the NCLT in the first instance, and no intervention under Article 227 was warranted.

Issue (ii): Whether execution proceedings before the NCLT should be stayed pending disposal of the civil appeals before the Supreme Court.

Analysis: The civil appeals were pending before the Supreme Court, which had considered the parties' interim applications and stayed only the remand direction. The petitioners' request for broader interim protection had not been granted. Any stay of the subsequently instituted execution proceedings could appropriately be sought in the pending civil appeals before the Supreme Court, rather than through Article 227 proceedings.

Conclusion: Stay of the execution proceedings was declined.

Final Conclusion: The petitioners were relegated to pursue their objections before the NCLT and any interim relief before the Supreme Court in the pending civil appeals.

Ratio Decidendi: Supervisory jurisdiction under Article 227 should not be used to decide or pre-empt questions of jurisdiction, maintainability, or executability that fall for initial determination by the competent Tribunal, particularly where cognate appellate proceedings and interim-relief remedies are pending before the Supreme Court.

Issues: (i) Whether a statutory auditor who is not a person specified under the relevant provisions may be prosecuted for non-compliance with requirements concerning the company's balance sheet and profit and loss account; (ii) Whether the allegations disclosed an offence of making false statements by the statutory auditor; (iii) Whether the allegations established wilful non-compliance by the statutory auditor with audit-reporting requirements.

Issue (i): Whether a statutory auditor who is not a person specified under the relevant provisions may be prosecuted for non-compliance with requirements concerning the company's balance sheet and profit and loss account.

Analysis: Liability for non-compliance concerning the form and contents of accounts is confined to the managing director, manager, directors, officers or employees identified by the statutory scheme, or a person specifically charged by the management with securing such compliance. The auditor was neither within those specified categories nor alleged to have been charged with that duty.

Conclusion: The petitioner could not be prosecuted for the alleged non-compliance concerning the company's accounts.

Issue (ii): Whether the allegations disclosed an offence of making false statements by the statutory auditor.

Analysis: The complaint did not allege that the petitioner made a materially false statement in the audit report or omitted a material fact while knowing it to be material. An alleged failure to report accounting-standard non-compliance by an auditor is specifically addressed by the separate provision governing auditor default and does not, without the required knowledge and false statement or knowing omission, constitute the offence alleged.

Conclusion: The allegations did not make out an offence of false statements against the petitioner.

Issue (iii): Whether the allegations established wilful non-compliance by the statutory auditor with audit-reporting requirements.

Analysis: The complaint itself recorded that the audit reports contained qualifications concerning deficient fixed-asset records and inventory verification. The asserted failures to make further enquiries or observations, even if accepted, indicated at most want of due care or dereliction of duty. Neither the complaint nor its allegations asserted a wilful default, which is indispensable for penal liability of an auditor.

Conclusion: The allegations did not establish wilful auditor default and could not sustain prosecution of the petitioner.

Final Conclusion: As none of the invoked penal provisions was attracted on the pleaded allegations, the criminal proceedings against the petitioner were unsustainable.

Ratio Decidendi: A statutory auditor cannot be criminally prosecuted for account-related defaults or false statements absent the statutorily required status, a knowingly false statement or material omission, and, where prescribed, a pleaded and supportable allegation of wilful default.

Issues: Whether a person required to furnish information in an ongoing SFIO investigation has an enforceable right at the preliminary stage to obtain the Central Government's investigation orders and the material underlying those orders.

Analysis: The notice under Section 217 disclosed that the information was sought in connection with an investigation into identified companies and because of the petitioner's financial transactions with them, and specified the categories of records required. The investigation was ongoing, involved multiple entities, and the investigation orders and underlying material contained sensitive information. Disclosure at that stage could prejudice the wider investigation and connected proceedings. No prejudicial action against the petitioner had yet reached a stage warranting disclosure or invocation of remedies based on natural justice.

Conclusion: The petitioner had no enforceable right to disclosure of the investigation orders or underlying material at the preliminary stage; it may pursue remedies available in law if prejudicial action is taken subsequently.

Issues: Whether the FIR alleging forgery, fabrication of loan-security documents and falsification of accounts should be quashed in exercise of inherent jurisdiction.

Analysis: The allegations concerned disputed authenticity of the deeds of personal guarantee and hypothecation, alleged alterations in loan documentation and asset schedules, and use of allegedly fabricated records to assert liability in insolvency proceedings. These matters involved disputed facts and required investigation, including examination of the questioned documents and signatures. At the quashing stage, the allegations must be taken at face value and the Court cannot assess their truthfulness, reliability or evidentiary value, or conduct a mini trial. The pendency of insolvency proceedings and the claimed protection under the Insolvency and Bankruptcy Code did not bar investigation of the alleged criminal acts, particularly against individuals whose alleged role required investigation. The doctrine of indoor management was also unavailable where the allegations concerned forgery, irregularity and collusion.

Conclusion: The FIR prima facie disclosed cognizable offences and was not liable to be quashed; the issue was decided against the petitioners.

Issues: Whether a direction to change a company's name under Section 16(1)(a) can validly be made where the Central Government's opinion was triggered by an application from an existing company.

Analysis: Section 16(1)(a) confers a wider power upon the Central Government to direct rectification where it forms the opinion that a newly registered company's name is identical with or too nearly resembles an existing company's name. Information supplied through an application does not prevent the Central Government from independently forming that opinion or exercising its statutory power. Section 16(1)(b), which specifically concerns an application by a registered trademark proprietor, does not curtail the distinct suo motu power under Section 16(1)(a). The names were also found almost identical and the companies operated in the same field of DNA testing.

Conclusion: A Section 16(1)(a) direction is not without jurisdiction merely because the Central Government's opinion was triggered by an application from an existing company; the petitioner's challenge fails.

Issues: (i) Whether an assertion in pleadings filed before the Supreme Court, without adjudication on that assertion, binds other courts or determines the statutory regime governing an entity; (ii) Whether mandamus could issue without a prior demand to the statutory authorities and their refusal or neglect to act.

Issue (i): Whether an assertion in pleadings filed before the Supreme Court, without adjudication on that assertion, binds other courts or determines the statutory regime governing an entity.

Analysis: The status of the Supreme Court as a court of record preserves the authenticity of its records and establishes that a pleading was made; it does not confer binding legal force upon an unadjudicated assertion in that pleading. Binding force under Article 141 attaches to law declared through a decision, namely the ratio arising from questions raised and decided, and not to a party's averment on which no finding was rendered. The applicable statutory regime must be determined under the governing statutory framework, having regard to the entity's objects, activities, area of operation and relevant circumstances, and cannot depend on a party's admission, understanding or assertion.

Conclusion: An unadjudicated assertion in Supreme Court pleadings neither constitutes a declaration of law nor conclusively establishes the statutory regime governing the entity; this issue is against the appellant.

Issue (ii): Whether mandamus could issue without a prior demand to the statutory authorities and their refusal or neglect to act.

Analysis: Ordinarily, mandamus requires a demonstrated failure to perform a mandatory duty. The applicant must first make a distinct demand requiring performance and establish refusal or neglect by the concerned authority within a reasonable time. No prior complaint, representation, demand, or refusal was established. Further, the statutory authority had asserted absence of jurisdiction, authority and control over the entity, rendering the premise of the requested directions doubtful.

Conclusion: In the absence of a prior demand and refusal, no mandamus was warranted; this issue is against the appellant.

Final Conclusion: The appellant could not rely on an unadjudicated pleading to establish applicability of the asserted corporate law regime, and the prerequisites for invoking mandamus were not satisfied.

Ratio Decidendi: A pleading recorded in proceedings before a court of record has no binding substantive force absent adjudication, and mandamus ordinarily requires a prior demand for performance of a mandatory duty followed by refusal or neglect.

Issues: (i) Whether the Bhuj Court had territorial jurisdiction over the suit; (ii) Whether defendants nos. 1 to 4 breached the contract notwithstanding expiry of the letters of credit; (iii) Whether the counterclaim of the unregistered partnership firm was maintainable; (iv) Whether defendants nos. 5 and 6 were liable along with defendants nos. 1 to 4; (v) Whether the decretal amount required modification for export-related expenses incurred by defendant no. 1.

Issue (i): Whether the Bhuj Court had territorial jurisdiction over the suit.

Analysis: The contract was accepted at Kandla, goods were dispatched from Kandla, and payment under the arrangement was receivable through the plaintiff's bank at Kandla. Delivery to the carrier at Kandla for transmission was prima facie delivery to the buyer under Section 39(1) of the Sale of Goods Act, 1930. The subsequent arrangement for airlifting from Bombay did not displace the part of the cause of action arising at Kandla.

Conclusion: The Bhuj Court had territorial jurisdiction; this finding is against defendants nos. 1 to 4.

Issue (ii): Whether defendants nos. 1 to 4 breached the contract notwithstanding expiry of the letters of credit.

Analysis: The purchase orders and subsequent conduct established a subsisting contractual arrangement distinct from the payment mechanism under the letters of credit. Defendants nos. 1 to 4 caused the second and third consignments to be exported, received payment from the foreign buyers, and withheld payment from the plaintiff. Expiry of the letters of credit did not terminate the underlying contract where the parties continued to perform it.

Conclusion: Defendants nos. 1 to 4 committed breach of contract and remained liable for the value of the second and third consignments; this finding is in favour of the plaintiff.

Issue (iii): Whether the counterclaim of the unregistered partnership firm was maintainable.

Analysis: The counterclaim sought enforcement of contractual rights by an admittedly unregistered partnership firm. Section 69 of the Indian Partnership Act, 1932 applies to a claim of set-off or other proceeding enforcing contractual rights, and the statutory bar consequently applied to the counterclaim.

Conclusion: The counterclaim was not maintainable and was rightly rejected; this finding is against defendants nos. 1 to 4.

Issue (iv): Whether defendants nos. 5 and 6 were liable along with defendants nos. 1 to 4.

Analysis: The evidence did not establish independent liability of the clearing and forwarding agent or the bank for the plaintiff's claim. The bank acted on the documents presented, while no evidentiary basis established liability of the clearing and forwarding agent for the non-payment.

Conclusion: Dismissal of the suit against defendants nos. 5 and 6 was upheld; this finding is against the plaintiff.

Issue (v): Whether the decretal amount required modification for export-related expenses incurred by defendant no. 1.

Analysis: Although the counterclaim was barred, the evidence established that defendant no. 1 had incurred specified expenses for airfreight, returned or deficient goods, demurrage, and clearing and forwarding charges in exporting the second and third consignments. Those expenses were required to be reimbursed and set off against the decretal amount to render substantial justice.

Conclusion: The decree was reduced by Rs. 13,66,118 from Rs. 49,81,336 to Rs. 36,15,218 with proportionate interest; this finding is partly in favour of defendants nos. 1 to 4.

Final Conclusion: The plaintiff's contractual entitlement against defendants nos. 1 to 4 subsists, subject to reimbursement of proven export-related expenses, while the rejection of the counterclaim and exoneration of defendants nos. 5 and 6 remain undisturbed.

Ratio Decidendi: Expiry of a letter of credit does not extinguish an independently subsisting sale contract where subsequent conduct establishes continued performance, and a contractual claim by an unregistered partnership firm is barred under Section 69 of the Indian Partnership Act, 1932.

Issues: (i) Whether the tender condition disqualifying a bidder where its promoter director is a defaulter or associated with non-performing credit facilities is manifestly arbitrary and violative of Article 14 of the Constitution of India; (ii) Whether the executive involvement and control of Sri T. Gautham Pai rendered the bidder ineligible under that tender condition.

Issue (i): Whether the tender condition disqualifying a bidder where its promoter director is a defaulter or associated with non-performing credit facilities is manifestly arbitrary and violative of Article 14 of the Constitution of India.

Analysis: The condition sought to secure the financial standing and creditworthiness of bidders. In commercial tender evaluation, the credentials of persons controlling a closely held company are relevant alongside the company's separate legal identity. Judicial review of tender conditions is confined to arbitrariness, irrationality, mala fides or perversity; the tendering authority enjoys contractual freedom and is best placed to assess its commercial requirements. The condition had a rational nexus with financial credibility, and no mala fides or ulterior purpose was established. Further, the bidder had participated unreservedly after knowing the condition and furnished an undertaking of compliance.

Conclusion: The tender condition is valid and is not manifestly arbitrary or violative of Article 14 of the Constitution of India; the finding is against the appellant.

Issue (ii): Whether the executive involvement and control of Sri T. Gautham Pai rendered the bidder ineligible under that tender condition.

Analysis: The expression "Promoter Director" in the tender condition was not confined to the formal promoter entry in annual returns. The applicable statutory concept of promoter includes a person exercising direct or indirect control over company affairs. The material showed that Sri T. Gautham Pai was an original promoter, long-serving managing and whole-time director, and had been reappointed Executive Chairman with extensive strategic, managerial, governance and financial oversight functions. His recategorisation as a professional director did not alter his actual executive authority or control over management and policy decisions.

Conclusion: Sri T. Gautham Pai remained a promoter director exercising de facto control of the bidder, and the bidder was ineligible under the tender condition; the finding is against the appellant.

Final Conclusion: The tender condition lawfully permits assessment of the financial credentials and control exercised by promoters of a closely held bidding company, and the bidder's claimed recategorisation of its controlling executive does not negate that status.

Ratio Decidendi: In tender matters, a condition linking bidder eligibility to the financial credibility of promoter directors is valid where rationally connected to commercial creditworthiness, and promoter status may be established by de facto control over management or policy decisions rather than formal corporate classification alone.

Issues: (i) Whether the allegations disclosed the offence of cheating in the absence of dishonest or fraudulent intention at the inception of the credit transactions. (ii) Whether continuation of the criminal proceedings was impermissible after approval of the insolvency resolution plan, settlement of dues and issuance of a no-due certificate.

Issue (i): Whether the allegations disclosed the offence of cheating in the absence of dishonest or fraudulent intention at the inception of the credit transactions.

Analysis: Cheating requires a fraudulent or dishonest representation, reliance upon that representation by the complainant and the existence of dishonest intention at the time the promise or representation was made. A mere subsequent breach of a commercial or loan arrangement does not constitute cheating. The long-standing banking relationship, substantial repayments over several years and default arising subsequently from business difficulties did not establish dishonest intention at inception. The allegations therefore did not satisfy the essential ingredients of cheating.

Conclusion: The offence under Section 420 of the Indian Penal Code, 1860 was not made out.

Issue (ii): Whether continuation of the criminal proceedings was impermissible after approval of the insolvency resolution plan, settlement of dues and issuance of a no-due certificate.

Analysis: The resolution plan was approved after the creditor participated in and voted for its acceptance, the settlement amount was received and a no-due certificate was issued confirming that no dues were payable by the corporate debtor. In these circumstances, continuation of the prosecution, in the absence of the foundational ingredients of cheating, was held to constitute an abuse of the process of law.

Conclusion: Continuation of the criminal proceedings was impermissible and the proceedings were liable to be quashed.

Final Conclusion: The criminal proceedings arising from the impugned complaint were quashed on the grounds that cheating was not established at inception and that continuation of the prosecution after the insolvency resolution and settlement was an abuse of process.

Ratio Decidendi: A subsequent default in a commercial transaction does not constitute cheating unless fraudulent or dishonest intention existed at the inception, and criminal proceedings may be quashed where their continuation after an approved insolvency settlement lacks the necessary criminal foundation and amounts to abuse of process.

Issues: Whether a writ petition seeking investigation into alleged fraudulent transfer of shares, removal from directorship and breach of industrial-policy lease conditions was maintainable despite remedies under company law.

Analysis: The substance of the grievance concerned alleged fraudulent removal from directorship, transfer of shareholding, misuse of digital signatures, and internal management of a private company. Section 213 of the Companies Act, 2013 provides a specialised statutory mechanism through the National Company Law Tribunal for investigation into company affairs where fraud, misconduct or lack of material information is alleged. The asserted industrial-policy and lease-condition violations were dependent upon resolution of the underlying corporate dispute. The claims also involved disputed factual questions concerning consent, share transfer documentation and authenticity of records, requiring evidence and investigation unsuitable for adjudication in writ jurisdiction. In the absence of a distinct public law element, alleged inaction by official respondents did not transform the private corporate dispute into a writ matter.

Conclusion: The writ petition was not maintainable because an equally efficacious statutory remedy was available under the Companies Act, 2013; the petitioner was left free to pursue remedies before the competent company-law authorities.

Issues: (i) Whether bank accounts of a former director and a partnership firm in which she was a partner could be attached to recover GST arrears of a private company in liquidation; (ii) Whether recovery proceedings against the bank account of a subsequently incorporated company connected with the directors of the defaulting company warranted interference.

Issue (i): Whether bank accounts of a former director and a partnership firm in which she was a partner could be attached to recover GST arrears of a private company in liquidation.

Analysis: Section 88(3) of the respective GST enactments imposes joint and several liability upon every person who was a director of a private company during the period for which its tax dues arose, where such dues cannot be recovered from the company in liquidation. The director concerned held office throughout the relevant default period. The statutory defence that non-recovery was not attributable to her gross neglect, misfeasance or breach of duty is to be established before the Commissioner. Her subsequent resignation from the partnership firm did not displace the basis on which the recovery communication was issued.

Conclusion: The attachment of the former director's bank account and the partnership firm's accounts for recovery of the defaulting company's arrears was valid and is against the assessee.

Issue (ii): Whether recovery proceedings against the bank account of a subsequently incorporated company connected with the directors of the defaulting company warranted interference.

Analysis: The subsequent company was formed by close family members associated with the defaulting company, and the same persons had occupied directorial positions in the concerned entities. These circumstances provided prima facie basis to consider that the entities may have been structured to avoid tax recovery and that the corporate veil could be lifted, notwithstanding the company's separate legal identity.

Conclusion: The recovery action against the subsequently incorporated company's bank account did not warrant interference and is against the assessee.

Final Conclusion: The statutory recovery mechanism remains available against directors of the company in liquidation and against connected entities where the facts justify examination through the corporate veil.

Ratio Decidendi: Where tax dues of a private company in liquidation are unrecoverable, a director serving during the default period bears joint and several statutory liability unless the prescribed defence is established before the Commissioner; separate corporate form may be examined where prima facie facts indicate its use to evade recovery.

Issues: Whether a complaint filed by the Serious Fraud Investigation Office under the Companies Act, 2013 requires a pre-cognizance hearing under the first proviso to Section 223 of the Bharatiya Nagarik Suraksha Sanhita, 2023 before the Special Court takes cognizance.

Analysis: The statutory scheme of the Companies Act, 2013 was held to provide a distinct and self-contained procedure for investigation, filing of complaint, cognizance and framing of charge in prosecutions initiated by the SFIO. Section 212(15) was construed as creating a legal fiction that the SFIO investigation report is to be treated as a police report for the purposes contemplated by the Act, and Section 436(1)(d) was read as enabling the Special Court to take cognizance on the complaint or police report without any additional pre-cognizance hearing. The Court held that Section 223 of the Bharatiya Nagarik Suraksha Sanhita, 2023 applies to complaint cases before a Magistrate and cannot be imported into SFIO prosecutions before the Special Court in view of the special procedure under the Companies Act, 2013. The judgment also held that the special statute prevails over the general procedural law to the extent of any inconsistency and that the distinction urged between private complaints and SFIO prosecutions justified exclusion of the claimed pre-cognizance safeguard.

Conclusion: The petitioner had no right to a pre-cognizance hearing in the SFIO prosecution, and the challenge to the order refusing such hearing failed.

Final Conclusion: The prosecution under the Companies Act, 2013 was held to proceed under the special statutory mechanism without application of the pre-cognizance notice requirement, and the impugned order was sustained.

Ratio Decidendi: Where a special statute prescribes a complete procedural scheme and deems the SFIO investigation report to be a police report, the general pre-cognizance hearing provision applicable to complaint cases under the BNSS does not apply before the Special Court.

Issues: Whether a show-cause notice proposing fraud classification could be sustained when founded on an inconclusive forensic-audit report prepared without the borrower's complete records.

Analysis: The forensic-audit report expressly recorded that it was based on limited lender-provided material, that the borrower's books and supporting records were unavailable, and that its opinion remained subject to further findings upon production of complete records. Since the company was in liquidation, its records were under the Liquidator's custody, and any proper forensic exercise required requisition and examination of available records through the Liquidator or the investigating authority. Fairness in an adjudicatory process requires reliance on complete and relevant material capable of supporting a definite finding.

Conclusion: The impugned show-cause notice was invalid because its foundational forensic-audit report was inconclusive; the bank may undertake fresh action in accordance with law after obtaining the necessary records and a definite forensic finding.

Issues: Whether interrogatories sought in a company petition alleging oppression and mismanagement could be permitted, and whether the refusal of such interrogatories on the grounds of delay, lack of bona fides, or fishing and roving enquiry was justified.

Analysis: The procedure under the Companies (Court) Rules, 1959 and the powers conferred upon the Company Law Board under the Companies Act, 1956 and the Company Law Board Regulations, 1991 permitted discovery, inspection, and call for further information where necessary for adjudicating the petition. Interrogatories are intended to secure material facts, obtain admissions, and narrow the controversy, and are not to be rejected merely because they may aid one party's case. The interrogatories pressed were found to be directly connected with the allegations in the company petition, particularly the transfer of business, sale of assets, purchase of alternate land, and alleged diversion of funds. The record also showed that the application was not barred by any strict limitation and that the delay attributed by the earlier forum was not material in the circumstances. The interrogatories were neither unreasonable nor vexatious nor oppressive nor scandalous.

Conclusion: The interrogatories were held to be maintainable and liable to be answered, and the rejection of the application was set aside in effect.

Issues: Whether a complaint alleging wrongful withholding of company property under Section 452 of the Companies Act, 2013 could be returned on the ground that the offence stood decriminalised and was triable only by an Adjudicating Officer, and whether the Magistrate lacked jurisdiction to receive the complaint.

Analysis: Section 452 creates a penal offence punishable with fine and also contemplates an order by the Court trying the offence for delivery up or refund of the property, with imprisonment on default. The amendment made in 2020 introduced only a proviso concerning wrongful possession or withholding of a dwelling unit in specified welfare-payment situations; it did not alter the basic criminal character of the offence. The scheme of Section 454, which empowers an Adjudicating Officer to impose penalties for non-compliance with statutory requirements, operates in a different field and does not extend to prosecution for offences under Section 452. The exclusion of Section 452 from the ambit of the Special Court regime under Sections 435 and 436 further shows that the offence is to be tried by the competent Judicial Magistrate and not by an Adjudicating Officer.

Conclusion: The complaint could not be returned on the premise that Section 452 had been decriminalised or that the criminal court lacked jurisdiction; the Magistrate was competent to receive and proceed with the complaint.

Ratio Decidendi: A penal offence under Section 452 of the Companies Act, 2013 remains triable by the competent Judicial Magistrate, and the adjudicatory powers under Section 454 do not displace criminal jurisdiction unless the statute expressly so provides.

Issues: (i) Whether the review petition was maintainable and whether the reviewing applicant had independent locus standi to challenge the earlier directions for release of plots; (ii) Whether the applicants' sale deeds and claims were protected as bona fide transactions for valuable consideration and were not hit by fraudulent preference or the RBI prohibition order, so as to entitle them to release of the plots.

Issue (i): Whether the review petition was maintainable and whether the reviewing applicant had independent locus standi to challenge the earlier directions for release of plots.

Analysis: The reviewing applicant was neither a party to the original proceedings nor an appellant in the earlier appeal, and her challenge was found to be only a proxy attempt to reopen concluded issues. The earlier orders in favour of similarly situated buyers had already attained finality, and the grounds raised in review were substantially repetitive of objections already considered and rejected. The Official Liquidator also expressed no objection to the present applicants receiving similar relief.

Conclusion: The review petition was not maintainable and was dismissed for want of locus standi.

Issue (ii): Whether the applicants' sale deeds and claims were protected as bona fide transactions for valuable consideration and were not hit by fraudulent preference or the RBI prohibition order, so as to entitle them to release of the plots.

Analysis: The applicants had booked the plots in 1995, paid consideration over time, obtained registered sale deeds before the winding-up date, and were found by the One-Man Committee and the SFIO to be bona fide plot purchasers. The Court relied on the earlier final orders in favour of similarly placed buyers, the absence of any material showing fraudulent preference, the authorised status of the company representatives who executed the deeds, and the Official Liquidator's no-objection. The RBI prohibition order was held not to invalidate duly completed transfers in favour of bona fide purchasers, and the objections of ex-management were treated as unmerited.

Conclusion: The applicants were entitled to release of their plots and their claims were allowed.

Final Conclusion: The concluded effect of the decision is that the 14 applicants obtained relief by way of release of their plots, while the attempt to unsettle the prior final orders through review was rejected.

Ratio Decidendi: A concluded claim of a bona fide purchaser for value, supported by verified records and prior final orders, cannot be displaced by a belated proxy challenge lacking independent locus standi, and a review cannot be used to reopen settled winding-up directions where the Official Liquidator does not object.

Issues: (i) whether the FIR and connected criminal proceeding disclosed a prima facie cognizable offence against the petitioners so as to warrant quashing; (ii) whether the proceeding was liable to be quashed for want of territorial jurisdiction of the Berhampore police station; and (iii) whether the proceeding was vitiated by mala fides.

Issue (i): whether the FIR and connected criminal proceeding disclosed a prima facie cognizable offence against the petitioners so as to warrant quashing

Analysis: The allegations concerned a forged special power of attorney, alleged collusion in filing proceedings before the NCLT, use of allegedly forged documents, and sharing of confidential company information. The petitioners disputed their role, but the Court held that at the stage of quashing it could not assess the truthfulness, reliability, or ultimate proof of those allegations. The FIR was not to be treated as an encyclopedia, and the materials disclosed a prima facie case requiring investigation.

Conclusion: The allegation of cognizable offences was held to be sufficient at the investigation stage, and quashing on merits was refused.

Issue (ii): whether the proceeding was liable to be quashed for want of territorial jurisdiction of the Berhampore police station

Analysis: The complaint itself indicated multi-jurisdictional elements and the Court relied on the settled principle that investigation is not to be stifled merely because some or all acts may have occurred outside the territorial limits of the concerned police station. Reference was made to the statutory scheme under the Bharatiya Nagarik Suraksha Sanhita, 2023 and the principle that lack of territorial jurisdiction is not, by itself, a ground to quash an FIR at the threshold.

Conclusion: The challenge based on territorial jurisdiction was rejected.

Issue (iii): whether the proceeding was vitiated by mala fides

Analysis: The Court held that, even if allegations of personal animus or forum selection were raised, such assertions could not by themselves justify quashing when the FIR disclosed material suggesting cognizable offences. Mala fides of the informant were treated as secondary to the material to be collected in investigation.

Conclusion: The allegation of mala fides did not justify quashing of the proceeding.

Final Conclusion: The Court found the matter unsuitable for quashing at the threshold and permitted the investigation to continue to its logical end.

Ratio Decidendi: At the stage of quashing, the Court must accept the FIR allegations at face value and interfere only where they are inherently absurd, wholly improbable, or disclose no cognizable offence; territorial-jurisdiction objections and allegations of mala fides do not, by themselves, warrant quashing when prima facie offences are disclosed.

Issues: Whether stamp duty on an amalgamation order was required to be determined by reference to the valuation prevailing on the date of the National Company Law Tribunal's approval of the scheme, rather than an earlier valuation report.

Analysis: For stamp-duty purposes, the instrument was the order approving the amalgamation. The statutory framework required consideration of the instrument and the relevant valuation connected with the amalgamation. Reliance solely on a valuation dated 23.02.2018, preceding the National Company Law Tribunal's approval dated 06.05.2019, was insufficient to conclusively determine the duty. At the same time, the petitioner had not furnished satisfactory valuation material prepared during the amalgamation process or at the time of approval. A fresh determination therefore required consideration of the additional valuation material and the petitioner's earlier response, following an opportunity of personal hearing.

Conclusion: Stamp duty could not be conclusively determined on the basis of the earlier valuation dated 23.02.2018 alone.

Issues: Whether the purported transfer of the company's immovable property to its promoters, effected through resolutions and mutation entries without a registered conveyance and in the shadow of winding-up proceedings, amounted to a fraudulent preference under Section 531(1) of the Companies Act, 1956 and was liable to be declared void, with consequential reversal of the mutation entries.

Analysis: The transfer was recorded in the land records after presentation of the winding-up petition and without any executed instrument of transfer or disclosure of genuine consideration. The promoters' case rested on a shareholder resolution and an asserted but unquantified past indebtedness, while the company was under their control. The statutory protection under Section 531(1) is directed to the interests of creditors, and a transaction that allows shareholders to appropriate company assets, particularly on no stated or proven consideration, falls within the mischief of fraudulent preference. The standard is preponderance of probability, and on the facts, the absence of good faith and the attempt to keep the property beyond the reach of creditors were established.

Conclusion: The transaction was held to be a fraudulent preference and void, and the mutation entries were directed to be reversed with the company's name restored in the land records.