Contractual dispute cannot sustain criminal prosecution when pledge terms authorise the act and offence ingredients are absent.

The Supreme Court held that a criminal complaint arising from an inter-corporate deposit and pledge arrangement was not maintainable where the contractual documents expressly authorised invocation and sale of pledged shares, including sale to the lender or its group companies. The allegations were inconsistent with those terms, and the record showed the complainant knew of the share sale years earlier but delayed filing the complaint until much later. On these facts, the dispute was essentially civil and the complaint did not disclose the basic ingredients of the alleged offences. Criminal prosecution was therefore an abuse of process and liable to be dismissed.

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Issues: Whether the complaint disclosed the ingredients of the alleged offences or was an abuse of process arising from a purely contractual dispute.

Analysis: The parties' transaction was governed by the inter-corporate deposit agreement and letter of pledge, which authorised invocation and sale of the pledged shares, including sale to the lender or its group companies. The allegations in the complaint were found to be inconsistent with those contractual terms. The record also showed that the complainant was aware of the sale of shares as early as 2001, sought information later, and still waited until 2011 to file the complaint. In these circumstances, the dispute was held to be essentially civil and the criminal complaint did not disclose the essential ingredients of the offences alleged.

Conclusion: The complaint was not maintainable as a criminal prosecution and was liable to be dismissed.

Ratio Decidendi: Where the contractual documents expressly permit the impugned act and the grievance is pursued after inordinate delay on facts showing a civil dispute, criminal proceedings cannot be sustained in the absence of the basic ingredients of the alleged offences.

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