Territorial jurisdiction for company default complaints lies where the statutory duty was to be performed, not where documents were received.

Territorial jurisdiction in complaints for failure to transfer shares and send company documents lay where the statutory duty had to be performed, namely at the company's registered office, not where the complainant received or expected the documents. The Bangalore Special Court therefore lacked jurisdiction because the company's registered office was outside Karnataka. When a complaint is filed before a court not competent to take cognizance, the proper course is to return it for presentation before the correct court under the Criminal Procedure Code. Questions on limitation and mens rea were left open for the court having jurisdiction.

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Issues: (i) Whether the Special Court at Bangalore had territorial jurisdiction to try complaints alleging failure by the company to transfer shares and to send share certificates, balance sheets and memorandum of articles when the registered office of the company was outside Karnataka. (ii) Whether, on absence of territorial jurisdiction, the complaints were to be dismissed or returned to the complainant for presentation before the proper court.

Issue (i): Whether the Special Court at Bangalore had territorial jurisdiction to try complaints alleging failure by the company to transfer shares and to send share certificates, balance sheets and memorandum of articles when the registered office of the company was outside Karnataka.

Analysis: The alleged offences arose from the company's failure to discharge statutory obligations within the prescribed time. The Court treated the failure as complete at the place where the obligation had to be performed, namely the registered office of the company, and not at the place where the complainant received or expected the documents. It distinguished the line of authority on dividend warrants but followed the principle that the offence is committed where the statutory duty is breached. The service provisions under section 53 of the Companies Act, 1956 were also considered to show that service by post did not shift the place of commission to the recipient's location. On that reasoning, the presence of the complainant in Bangalore did not confer jurisdiction on the Bangalore court.

Conclusion: The Special Court at Bangalore had no territorial jurisdiction to try the complaints; jurisdiction lay with the court within whose territorial limits the registered office of the company was situated.

Issue (ii): Whether, on absence of territorial jurisdiction, the complaints were to be dismissed or returned to the complainant for presentation before the proper court.

Analysis: Where a complaint is presented to a Magistrate not competent to take cognizance, section 201(a) of the Code of Criminal Procedure, 1973 requires return of the written complaint with an endorsement for presentation to the proper court. Since the jurisdictional defect did not call for adjudication on limitation or mens rea, those questions were left open for the court having jurisdiction.

Conclusion: The complaints were required to be returned to the complainant for presentation before the proper court.

Final Conclusion: The impugned orders were set aside and the complaints were directed to be returned to the complainant for filing before the court having territorial jurisdiction.

Ratio Decidendi: In prosecutions for breach of statutory obligations by a company, territorial jurisdiction lies where the obligation was to be performed and the offence was completed, ordinarily at the company's registered office, and a complaint filed before a court lacking such jurisdiction must be returned under section 201(a) of the Code of Criminal Procedure, 1973.

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