Territorial jurisdiction and statutory overlap: criminal prosecution can proceed despite Companies Act remedies and civil court exclusion clauses.

Territorial jurisdiction was held to arise where substantial parts of the alleged fraud and misappropriation occurred, even if some related decisions were taken elsewhere, because offences committed wholly or partly in one local area fall within CrPC jurisdiction. The existence of penalties under the Companies Act did not bar prosecution under the Penal Code, since the same act may attract offences under both laws absent an express exclusion, subject only to protection against double punishment. A civil court bar in the Companies Act was also not read as a bar on criminal proceedings, because exclusion clauses must be strictly construed and cannot be extended to criminal courts by implication.

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Issues: (i) whether the police station at Gwalior had territorial jurisdiction to investigate the alleged offences, (ii) whether the existence of provisions under the Companies Act barred prosecution for offences under the Indian Penal Code, and (iii) whether the bar on civil court jurisdiction under the Companies Act could be treated as a bar on criminal court jurisdiction.

Issue (i): whether the police station at Gwalior had territorial jurisdiction to investigate the alleged offences

Analysis: The alleged fraudulent sale deeds were executed within Gwalior, the township concerned was situated there, and the alleged misappropriation arose from acts carried out in that territorial area. Applying the principles governing inquiry and trial under Sections 177 to 179 of the Code of Criminal Procedure, 1973, an offence committed partly or wholly in one local area or having consequences there may be investigated within that jurisdiction. The possibility that some decisions were taken elsewhere did not oust jurisdiction where substantial acts constituting the offence occurred in Gwalior.

Conclusion: The objection to territorial jurisdiction was rejected and Gwalior was held to have jurisdiction.

Issue (ii): whether the existence of provisions under the Companies Act barred prosecution for offences under the Indian Penal Code

Analysis: The Court applied the principle that where the same act constitutes offences under two enactments, prosecution under either or both is permissible, subject only to protection against double punishment, as reflected in Section 26 of the General Clauses Act, 1897. It held that there was no provision in the Companies Act excluding the operation of the general criminal law, and the mere availability of penalties under the Companies Act did not prevent prosecution for cognizable offences under the Penal Code.

Conclusion: The plea of statutory bar to prosecution under the Indian Penal Code was rejected.

Issue (iii): whether the bar on civil court jurisdiction under the Companies Act could be treated as a bar on criminal court jurisdiction

Analysis: Section 430 of the Companies Act bars jurisdiction of civil courts in matters entrusted to the Tribunal or Appellate Tribunal, but it does not speak of criminal courts. The exclusion of jurisdiction must be express and strictly construed, and the word "Civil Court" could not be expanded to include "Criminal Court" in the absence of clear legislative language.

Conclusion: The contention that Section 430 barred criminal proceedings was rejected.

Final Conclusion: No ground for quashing the FIR or the criminal proceedings was made out, and the application was dismissed.

Ratio Decidendi: Where the alleged acts constituting offences occur within the territorial jurisdiction of the forum, jurisdiction is attracted under the CrPC, and the existence of a special statute does not bar prosecution under the Penal Code unless the statute expressly excludes such prosecution; a civil court exclusion clause cannot be stretched to criminal courts by implication.

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