Court dismisses petition under Section 482 Cr.P.C, allows complaint under Companies Act, orders expedited trial

Anil D. Ambani Versus Santosh Tyagi

Anil D. Ambani Versus Santosh Tyagi - [2000] 99 COMP. CAS. 334 (RAJ.) Issues Involved:
1. Invocation of Section 482 of the Criminal Procedure Code (Cr.P.C) for the second time.
2. Maintainability of the complaint under Sections 63 and 116 of the Companies Act, 1956.
3. Jurisdiction of the trial court.
4. Status of the complainant as a non-shareholder.
5. Compliance with the conditions of the prospectus.

Issue-wise Detailed Analysis:

1. Invocation of Section 482 of the Cr.P.C for the second time:
The core issue is whether the petitioners can invoke Section 482 of the Cr.P.C again after having already availed the remedy under Section 397. The court noted that the petitioners had previously filed a petition under Section 482, which was treated as a revision under Section 397 and subsequently dismissed by the special judge. The court referenced the Division Bench ruling in *Neeraj Kumar v. State of Rajasthan*, which held that powers under Section 482 cannot be invoked to circumvent the bar of Section 397(3). The Supreme Court in *Municipal Corporation of Delhi v. Ram Kishan Rohtagi* and *Krishnan v. Krishnaveni* emphasized that inherent powers under Section 482 are to be used sparingly and only when no other remedy is available. The court concluded that the petitioners' attempt to invoke Section 482 again was not justified as there was no grave miscarriage of justice or abuse of process.

2. Maintainability of the complaint under Sections 63 and 116 of the Companies Act, 1956:
The petitioners argued that the complaint was devoid of force and the offences alleged were not made out. However, the trial court and the revisional court both found that prima facie offences under Sections 63 and 116 were made out against the petitioners. The revisional court noted that the conditions of the prospectus were falsified, and debentures were not converted into shares as promised. The court referenced *Ranbaxy Laboratories Ltd. v. Smt. Indra Kala*, which supported the jurisdiction of the trial court in such matters. The court held that the complaint was maintainable and required further inquiry.

3. Jurisdiction of the trial court:
The petitioners contended that the trial court lacked jurisdiction. The revisional court, however, dismissed this argument, relying on *Ranbaxy Laboratories Ltd. v. Smt. Indra Kala*, which established that the trial court had jurisdiction over matters involving company transactions across the country. The court affirmed that the trial court had the authority to entertain the complaint.

4. Status of the complainant as a non-shareholder:
The petitioners argued that the complainant, not being a shareholder, lacked the locus standi to file the complaint. The revisional court rejected this argument, citing *P.C. Wadhwa v. S. C. Bhatia*, where the Supreme Court held that a person aggrieved by the commission of an offence under the Companies Act has the locus standi to file a complaint, irrespective of their shareholder status. The court concluded that the complainant had the right to file the complaint.

5. Compliance with the conditions of the prospectus:
The complainant alleged that the company did not comply with the conditions of the prospectus, which promised the conversion of debentures into shares. Instead, the company redeemed the debentures and refunded the amount, which the complainant claimed was illegal and contrary to Sections 63, 113, and 116 of the Companies Act. The court found that these allegations warranted a trial to determine the validity of the claims. The court emphasized that the material present before the trial was sufficient to proceed with the case.

Conclusion:
The court dismissed the miscellaneous petition, finding no basis to quash the complaint without a trial. The trial court was directed to expedite the proceedings, and the personal appearance of the petitioners was not required unless necessary. The case was to be adjudicated within three months from the date of receipt of the order.