TaxTMI 
TaxTMI 
2026 (7) TMI 258
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....ioner no. 5 is the Company Secretary and petitioner no.6 is the Chief Financial Officer (in short CFO) of the petitioner no. 1/company. 3. Berhampore Police Station Case no. 1057 of 2025 dated 17.05.2025 corresponding to aforesaid GR case no. 3134 of 2025, was registered on the basis of a letter of complaint dated 28.02.2025, lodged by opposite party (in short OP) No. 2 herein against the present petitioners and two other accused persons. The allegation levelled in the said letter of complaint interalia is as follows:- The OP No. 2 herein is a shareholder in the petitioner no. 1/company namely Eraaya Lifespaces Ltd. (In short Eraaya) and the accused no. 1 (who is not the petitioner herein) is also a shareholder who filed a company petition before the learned National Company Law Tribunal (in short NCLT), New Delhi against the petitioner no. 1/company and others on the basis of forged documents prepared in conspiracy with the respondents/petitioners. Accused no. 1 filed company petition before the NCLT bearing company case no. 11 of 2025 and secured a status quo order on 13.02.2025 by dint of the forged special power of Attorney (in short SPA). OP No. 2 afterwards came to know....
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....e said offences and thereby they are liable to be punished under section 61 (2) of the BNS 2023. They are also hand in glove with each other and are well aware of the fact that their acts are wrongful acts/offences and their common intention has been clearly manifested, which attracts section 3(5) of the BNS. It is also alleged that fraudulent activities have been identified at Kolkata and has been duly substantiated at the address of the shareholders. However, OP No. 2 is the resident of Murshidabad, Baharampore and since the issue here pertains to multi-Jurisdictional, therefore, Baharampore Police Station has got the jurisdiction under section 198(d) of the BNSS-2023 where the complaint has been lodged 4. Being aggrieved by and dissatisfied with the aforesaid impugned investigational proceeding, Mr. Ganguly learned counsel for the petitioners interalia made three-fold arguments before this Court. (i) No prima facie case is made out against the present petitioners (ii) Baharampore police station has got no jurisdiction to continue with the investigation (iii) Mala fide nature of complaint has been made by the opposite party No. 2 against the petition....
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.... because in that case Mr. Bagga would have willingly and voluntarily signed the SPA. 7. Mr. Ganguly further argued that the opposite party No. 2 herein has alleged in the letter of complaint to substantiate the case of conspiracy that the accused no. 1 had obtained print outs of his own email correspondences with the management of the petitioner no. 1/company from the email address of the petitioner no. 5. Such an act can hardly be construed to be an act of abetment or conspiracy as the documents in question are the email correspondences of the accused no. 1 himself. Those documents are not secret or confidential documents and are available with the accused no. 1. The mere act of a shareholder i.e. accused no. 1 having his own e-mails, printed out from the petitioner no. 5's email address cannot be an act of abetment or conspiracy. 8. Mr. Gangully strenuously argued that the criminal liability of committing forgery as defined in section 336(1) of BNS can be foisted only upon a person who has made the said false document in question with an intention to cause damage or injury to the public or to any person. A bare perusal of the contents of the letter of complaint reveals that....
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....re, present police station does not have the requisite jurisdiction to investigate the offence alleged in the complaint. Therefore, after the registration of FIR, the Officer-In-Charge Berhampore PS ought to have forwarded the present FIR to the police station having jurisdiction. He further alleged that the registration of the present FIR and continuance of investigation thereon is not sustainable in law. 11. In support of his argument that the proceeding is mala fide in nature he submits that the OP no. 2 has made unholy nexus with the investigating agency and started the criminal proceeding at Berhampore Police Station which is a remote location and is situated at a considerable distance from the nearest airport in Kolkata. Therefore, travelling to Berhampore for the purpose of cooperating with the investigating agency would be extremely difficult for the petitioners, who are all resident of Delhi. The choice of Police station of OP No. 2 therefore, clearly demonstrate that the instant case has been lodged with a mala fide motive to wreak vengeance and cause harassment upon the petitioners. The instant letter of complaint is manifested with contradictions. The mala fide motiv....
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....cretary/petitioner no. 5 had not acted for her personal interest alone but was doing the bidding of the others in an illegal combination for an unlawful object. The petitioners who are the directors and CFO of petitioner no. 1/company, have not disowned the company secretary but has not taken any action against her rather filed the instant quashing petition jointly with petitioner no. 5. 14. Mr. Lekhi, further argued that the details of the shareholder of the company is not publicly available information and usually the disclosure of the same is made only on 31st March of each year in annual returns of the company. It is further argued that the impleadment application filed by accused no. 1 was part of a conspiracy between him and the petitioners, which was based upon forged and fabricated documents. In the impleadment application, the shareholders have mentioned that they got the knowledge of company petition when the said documents were served upon them. The shareholders have not disclosed how they were served the copy of the company petition filed before the NCLT and it is also not mentioned what triggered the shareholders to be impleaded as a party to the aforesaid petition.....
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....of India and there is no document as to how and when there shareholders came together and signed the SPA in support of accused no. 1. 18. Now the allegations against the present petitioners in the FIR is that one of the shareholder Mr. Bagga who has allegedly given SPA for filing of the company petition is acting as puppet of petitioner No. 2, one of the directors of the company and key promoter of Eraaya. There are allegations of share price manipulation on Mr. Bagga and the petitioner No. 2 herein as alleged vide show cause notice issued by SEBI on 13.02.2025. The said show cause notice issued to petitioner No. 2 and entities of the other associated company and individuals raises allegations for orchestrating a manipulative scheme that induced unsuspecting investors to acquire securities. The show cause notice alleges significant breaches of the SEBI Act & allied Rules. It was alleged that the petitioner No. 2 and Sarad Bagga were engaged in manipulation of share trading, creation of misleading appearances of trading etc. It is specifically alleged in the written complaint that the accused persons, including the petitioners engaged in a concerted conspiracy with a shared inten....
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....her accused persons. Such offence could not have committed without their knowledge and consent and they had been allegedly hand in glove with each other. The petitioners allegedly have wilfully and intentionally aided each other in their acts with respect to the offences and thereby they have abated the offence complained of under section 45 and 49 of the BNS, 2023. 21. In the above backdrop the petitioners have not denied the offence of forgery or criminal conspiracy but they have only stated that they have no role in the commission of the offences. 22. Mr. Lekhi, learned Counsel for the opposite party No. 2 specifically argued that petitioner No. 2 supplied information to the accused no. 1 for filing up petition before the NCLT, Delhi. The details of the share-holders of the company is not publicly available information. He also argued that the conspiracy between the petitioners and accused no. 1 is apparent from the fact that the share-holders who signed the SPA locked prior combination between him and the share-holders. Furthermore, the copy of the email provided by the CFO of the Company to accused no. 1 providing crucial information to him as well as providing the detai....
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....to file the petitions. 26. The Hon'ble Apex Court in M/s. Neeharika infrastructure Pvt. Ltd. Vs. State of Maharashtra and Ors. reported in (2021) SCC Online SC 315 held that while exercising the power under section 482 Cr.P.C., the High Court only has to consider whether the allegations in the FIR disclose the commission of a cognizable offence and does not require to consider it on merits whether the allegations make out cognizable offence. Merely because FIR maker has taken a plea that Mr. Bagga was in collusion with petitioner No. 2 and therefore it is improbable that petitioners No. 2along with other petitioners in collusion with accused no. 1, have forged signature of Bagga, this court on the basis of such reasoning cannot give a finding at this stage that the allegations against the petitioners in the present FIR are completely absurd or improbable or that the FIR has been instituted against petitioners with ulterior motives. The veracity and genuineness of the allegations will have to be tested at the appropriate stages during the course of trial and it would be improper to do the same at this stage as decided by the Apex Court. 27. Mr. Gangully's other limb of argumen....
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....s suggest culpability of the petitioners no. 5 herein, this High Court may dismiss her prayer but such consequence, in the absence of cogent material, cannot be visited on other petitioners. I do not find much force in such argument to come to a conclusion that other petitioners cannot have any role in the alleged conspiracy at this stage, because that is the task entrusted upon investigating agency and High Court is not supposed to usurp the jurisdiction of the police, since the two organs of the State operate in two specific spheres of activities and one ought not to tread over the other's sphere. The investigating agency deserves a command to conclude the investigation and bring it to a logical conclusion at an early date, keeping in view the totality of the circumstances of the case and specially the fact that the investigation is already underway. Infact considering the relevant principles governing quashment of FIR as laid down by the Apex Court in Neeharika infrastructure case (supra) specially the guidelines as stated in para 57 (iv(,(v),(vi),(vii) of the said decision, I am of the view that it would be premature to quash the FIR at this stage. This is also not the case whe....
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....at this stage High Court ought not to be scrutinizing the material in the manner in which the trial court would do in the course of criminal trial after evidence is adduced. A detailed enquiry into the merits of the allegations is not warranted at this stage and FIR is also not expected to be an encyclopaedia, particularly in the matter of allegation involving forgery in the course of judicial proceeding. It would be improper for the High Court at this stage to analyse the case of complaint in the light of all probabilities in order to determine whether a conviction would be sustainable and on such premise arrive at a conclusion that the proceeding is to be quashed. 33. The allegation that forgery has been committed has not been denied. The only contention is that some of the petitioners have no involvement in it. However, there are specific allegations in the FIR alleging reasonable nexus of committing forgery by accused no. 1 with that of role played by petitioners to make illegal gain by petitioner company. 34. Though Mr. Ganguly has cited some instances to substantiate his claim that the proceeding is mala fide one as stated above, but it is now well settled in view of La....
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....on would not have territorial jurisdiction. In any case, it has to be stated that in view of Section 178(c) of the Criminal Procedure Code, when it is uncertain in which of the several local areas an offence was committed, or where it consists of several acts done in different local areas, the said offence can be enquired into or tried by a court having jurisdiction over any of such local areas. Therefore, to say at the stage of investigation that the SHO, Police Station Paschim Vihar, New Delhi was not having territorial jurisdiction, is on the face of it, illegal and erroneous. That apart, Section 156(2) contains an embargo that no proceeding of a police officer shall be challenged on the ground that he has no territorial power to investigate. The High Court has completely overlooked the said embargo when it entertained the petition of Respondent 2 on the ground of want of territorial jurisdiction. 38. The Hon'ble Supreme Court in Rasiklal Dalpatram Thakkar Vs. State of Gujarat and Ors. reported in (2010) 1 SCC 1 reiterating the principle laid down in Satvinder Kaur Case (supra) had held that under section 156 (2) of Cr.P.C. there is no bar on investigating agency con....
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....urt had erred in upholding the order of the learned trial Judge when the entire cause of action in respect of the offence had allegedly arisen outside the State of Gujarat. We are also unable to accept the submission that it was for the investigating officer in the course of investigation to decide whether a particular court had jurisdiction to entertain a complaint or not. 30. It is the settled law that the complaint made in a criminal case follows the place where the cause arises, but the distinguishing feature in the instant case is that the stage of taking cognizance was yet to arrive. The investigating agency was required to place the facts elicited during the investigation before the court in order to enable the court to come to a conclusion as to whether it had jurisdiction to entertain the complaint or not. Without conducting such an investigation, it was improper on the part of the investigating agency to forward its report with the observation that since the entire cause of action for the alleged offence had purportedly arisen in the city of Mumbai within the State of Maharashtra, the investigation should be transferred to the police station concerned in Mumbai. ....
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.... 11. It is an erroneous view that the Magistrate taking cognizance of an offence must necessarily have territorial jurisdiction to try the case as well. Chapter XIII of the Code relates to jurisdiction of the criminal courts "in enquiries and trials". That chapter contains provisions regarding the place where the enquiry and trial are to take place. Section 177 says that: "177. Every offence shall ordinarily be enquired into and tried by a court within whose local jurisdiction it was committed." But Section 179 says that when an act is an offence by reason of anything which has been done and of a consequence which has ensued, the place of enquiry and trial can as well be in a court "within whose local jurisdiction such thing has been done or such consequence has ensued". It cannot be overlooked that the said provisions do not trammel the powers of any court to take cognizance of the offence. The power of the court to take cognizance of the offence is laid in Section 190 of the Code. Sub-sections (1) and (2) read thus: "190. (1) Subject to the provisions of this chapter, any Magistrate of the First Class, and any Magistrate of the Second Class specially em....