ANGAD PAUL Vs. M D JINDAL

JUDGEMENT

(1.) This petition under Section 482 of the Cr.P.C. seeks quashment of order dated 4.11.2004 by which Shri V.K. Khanna, Metropolitan Magistrate, Patiala House has summoned the petitioners in CR No. 43/2004 under Section 409/468/471/477/477A/506 of the Indian Penal Code. Before coming to the grounds on which the relief is sought, it will be appropriate to narrate in brief the complaint.

(2.) The complainant Shr. M.D. Jindal is a shareholder, Chairman and Director of Caparo Maruti Ltd. (hereinafter referred to as CML) which is a public limited company which was promoted by the complainant sometime in 1994. The accused No. 7 Caparo India Ltd. (U.K.) is a part of Caparo Group of Companies of U.K. in which the accused No. 1 Shri Angad Paul, (petitioner No. 1 herein) has substantial shareholdings. He is also the director of CML. Accused No. 2 who is petitioner No. 2 is the Chairman of Caparo Group of Companies and is father of accused No. 1. Accused Nos. 3 (petitioner No. 3), accused No. 4 and accused No. 5 (petitioner No. 4) are the Managing Director, General Manager and Company Secretary-cum- Deputy General Manager (Finance) of CML respectively. The accused No. 3 is the Managing Director of CML and also associated with Caparo Group of Companies whereas accused No. 4 is the General Manager of the Caparo Maruti Ltd. and also is a director of Caparo India Pvt. Ltd. (CIPL) and Caparo India Development Pvt. Ltd. (CIDPL). Accused No. 6 who is petitioner No. 5 herein is the director of CML as also of the Caparo India Ltd. Accused No. 8 is Caparo India Pvt. Ltd. (CIPL) whereas accused No. 9 is Caparo India Development Ltd. (CIDPL), while accused No. 10 is Caparo Engineering India Pvt. Ltd. (CEIPL). The accused Nos. 7, 8, 9 and 10 are controlled and managed by accused Nos. 1 & 2 along with other accused as mentioned above. It is alleged by the complainant that the funds of CML are being siphoned off into accused Nos. 7, 8, 9 and 10 by circular transactions and forgery. According to the complainant accused No. 8 & 9 are said to be only paper companies while accused No. 10 is owned and controlled by the Caparo Group of Companies. CML is said to be a company with a share capital of Rs. 20.00 crores. 60% of the shareholding is with the Jindal Group consisting of the complainant and members of his family. The story of the complainant is that in the Annual General Meeting of the CML dated 30.9.2003 the complainant tried several times to raise certain relevant queries regarding the functioning of CML and tried to register certain observations and protects by virtue of his being the shareholder and the Chairman of the company as also by virtue of an order dated 29.9.2003 of the Company Law Board but he was forced to leave the meeting being abused and intimidated by the other accused persons present in the meeting. Accused Nos. 1 & 2 were particularly intimidating and the accused No. 1 also subsequently threatened the complainant of being killed. The complainant then lodged a report with the police station, New Friends Colony against the accused alleging offence of cheating, criminal breach of trust, forgery etc. In the meeting dated 30.9.2003 accused No. 1 pretended to preside over the meeting despite the presence of the complainant and instigated the other accused to condemn and abuse the complainant. The police did riot take any action despite a complaint. The complainant then filed the complaint with the same averments as mentioned in his report to the police. The sum and substance of the averments given to the police are as under:

(3.) On or about November and December, 2001 the accused Nos. 1, 2, 3, 4, 5 & 6 who were entrusted with the funds of CML hatched a conspiracy to misappropriate and divert the funds of the CML to their own use. A loan of Rs. 7.00 crores has already been advanced to accused No. 7 (CIL) in December, 2001. In the Board meeting of 17.12.2001 the loan of Rs. 2.07 crores was further extended by the Board of Directors of CML on the insistence of accused Nos. 3,4 & 5 who had acted at the instance of accused Nos. 1, who himself was absent, although at that time the CML itself had extensive borrowings from the market and the complainant had objected to the extension of the loan. The minutes of the meeting dated 17.12.2001 were not sent to the complainant by the accused No. 5 who was in conspiracy with the accused Nos. 1, 2, 3 & 4. For the meeting of 18.1.2002 the notice to the complainant was deliberately short so as to prevent the complainant from attending the same. The accused No. 1 signed the minutes of the meeting dated 17.12.2001 despite the fact that he himself was absent in the meeting and thereby caused an extension of the loan. Further in the meeting dated 18.1.2002 a further sum of Rs. 2.95 crores and Rs. 4.5 crores were transferred to the accused Nos. 8 and 9 companies which are controlled by accused Nos. 1 & 2 and the funds were siphoned off from the account of CML and were converted to the use of the accused. The complainant suspecting dishonest and fraudulent intentions on the part of the accused No. 1 by letter dated 16.1.2002 addressed to the Company Secretary of CML requested to record his distress about the inadequate notice and lack of agenda for the meeting of 18.1.2002. Further, the accused No. 5 falsified documents by replacing the minutes of the Board meeting held on 27.5.2002 and 27.8.2002 with minutes not signed by the complainant. Similarly in the meeting of 14.12.2002 the draft minutes as circulated by the complainant were falsified and fabricated by the accused No. 5 in conspiracy with accused Nos. 1, 2, 3,4 & 6 and those minutes were subsequently signed and confirmed by accused No. 1, although the accused No. 1 was not present in the meeting of 14.12.2002. In the Board meeting of 7.2.2003 the complainant again protested to the lack of discloser of interest of the accused Nos. 8 & 9 by the directors and to several discrepancies in the minutes of earlier meetings. Accused Nos. 1 to 6 in order to attain their objective of misappropriating and diverting the funds of CML then connived to remove the complainant from the seat of the Chairman. Accused No. 1 in collusion with the accused Nos. 2 to 6 fraudulently antedated documents by forging minutes of the meetings dated 27.5.2002, 27.8.2002, 16.9.2002, 14.12.2002 and 7.2.2003. Hence the complaint under Sections 120B read with Sections 409/468/471/477/477A/506 IPC.