Debenture transfer complaints: territorial jurisdiction, aggrieved-person standing, and prima facie officer-in-default liability were upheld.

Territorial jurisdiction was upheld where the complaint over refusal to register debenture transfers and non-payment of interest arose within the Magistrate's area, so the Jaipur court could proceed. Locus standi was also affirmed because the complainant alleged purchase of debentures in the open market, delivery for transfer, and resulting grievance from non-registration and unpaid interest. The complaint was further found to disclose a prima facie offence under section 113(2) of the Companies Act, 1956, and the petitioners were treated as prima facie falling within the expression "officers in default". The revision therefore failed and the proceedings were allowed to continue.

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Issues: (i) Whether the Magistrate at Jaipur had territorial jurisdiction to entertain the complaint; (ii) whether the complainant had locus standi as an aggrieved person; (iii) whether the complaint prima facie disclosed an offence under section 113(2) of the Companies Act, 1956 and whether the petitioners fell within the expression "officers in default".

Issue (i): Whether the Magistrate at Jaipur had territorial jurisdiction to entertain the complaint.

Analysis: The complaint related to refusal to complete transfer of debentures and to pay interest due on them. On the applicable authorities, the place where the grievance arose and where the complaint was entertained supported the Magistrate's jurisdiction to proceed.

Conclusion: The objection to territorial jurisdiction was rejected and was against the petitioners.

Issue (ii): Whether the complainant had locus standi as an aggrieved person.

Analysis: The complainant asserted that he had purchased debentures in the open market, sent them for transfer, and was aggrieved by non-registration of transfer and non-payment of interest. On that footing, he was treated as a person entitled to maintain the complaint.

Conclusion: The objection to locus standi was rejected and was against the petitioners.

Issue (iii): Whether the complaint prima facie disclosed an offence under section 113(2) of the Companies Act, 1956 and whether the petitioners fell within the expression "officers in default".

Analysis: The averments in the complaint were held sufficient at the threshold to disclose the alleged offence. The petitioners were also treated as prima facie falling within the statutory ambit of officers in default for the purpose of the complaint.

Conclusion: The complaint was held to disclose a prima facie offence under section 113(2), and the petitioners were prima facie within the expression officers in default.

Final Conclusion: The revision failed, the Magistrate's order was sustained, and the criminal proceedings were permitted to continue.

Ratio Decidendi: In a complaint concerning non-registration of debenture transfer and related statutory obligations, territorial jurisdiction, maintainability by an aggrieved person, and prima facie liability under the Companies Act are to be assessed on the complaint's averments and the governing statutory scheme at the threshold stage.

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