RBI MARKETING Vs. STATE

JUDGEMENT

(1.) BY way of present petition under Article 226 of the Constitution of India read with Section 482 of the Code of Criminal Procedure, 1973 ("Cr.P.C.", for short), petitioners seek quashing of FIR No. 195/2011 under Section 420 read with Section 120 -B of the Indian Penal Code, 1860 ("IPC", for short) registered at Police Station Economic Offence of Delhi Police on WP (CRL.)1518/2011 Page 1 of 33 5th October, 2011, against the petitioners on the complaint of respondent no. 3 filed through its Chairman, that is, respondent no. 2.

(2.) PETITIONERS have alleged that the petitioner no. 1 is a Dutch company, having its office at Dr. W. Dreesweg 2, 1185 VB Amstelveen, Netherlands. Petitioner no. 2 is Authorized Representative of petitioner no. 1 and is stationed at Cape Town, South Africa. Respondent no. 3 is a private limited company incorporated under the Companies Act, 1956. Co -accused Mithra Thomas Kanagaratna Dewars (for short hereinafter referred to as accused no. 1) is former Executive Director of respondent no. 3.

(3.) SUBSEQUENTLY , a ,,Patent Licence Agreement was executed between the respondent no. 3 and petitioner no. 1 on 26th May, 2007. Besides this certain other agreements including confidential Addendum to the agreements were also executed on the same day between the respondent no. 3, Flowds Ltd. and petitioner no. 1, on the instance of respondent no.2. In terms of the agreement it was sole responsibility of respondent no. 3 to manufacture the licensed product, that is, ,,RBI grade 81 by using its own manufacturing and production equipments, infrastructure and employees and supply the licensed products to the customers. Petitioner no. 1 was to only provide reasonable knowhow and training for the transfer of intellectual property to respondent no. 3 as contemplated in the agreement. It also provided minimum royalty. Confidential Addendum envisaged that it would take about 1 1/2 years for the plant to be established and the sales to begin, thus, no royalty payment was stipulated till 31st December, 2008. It is only thereafter minimum royalty payments were prescribed. In terms of Clause 10, petitioner no. 1 could have terminated the agreement by giving a notice in writing in certain circumstances and the Clauses relevant for the purpose of this case, reads as under: -