VIJAI KAPUR Vs. GUEST KEEN WILLIAMS LTD

JUDGEMENT

(1.) By this revisional application, the petitioner has sought to quash the criminal proceeding, being Complaint Case No. 2026 of 1990, pending in the court of the Metropolitan Magistrate, 17th Court, Calcutta, under Section 630(1)(b) of the Companies Act, 1956. The opposite party, Guest Keen Williams Ltd., lodged the complaint against the present petitioner in the court of the Metropolitan Magistrate, Calcutta. It is the allegation of the opposite party/complainant that the petitioner/ accused was initially appointed as an employee of the company and was then promoted as a director of the company and in course of such employment the accused was entrusted with the company's premises situated at H-9, Maharani Bagh, New Delhi-110 065 and he was permitted to use the said, premises during his employment with the company. The petitioner accused, however, submitted his resignation in November, 1987. Thereafter, in pursuance of a decision of the chairman and managing director of the company the accused was appointed as a consultant of the company for the period from December 1, 1987, to March 31, 1988. One of the terms and conditions of the appointment was that the petitioner will get rent-free furnished residential accommodation and the accommodation will be used for consultancy work relating to the company's business. The petitioner was appointed as adviser to the company for the period from April 1, 1988, to December 31, 1988, and under the terms and conditions of that appointment also he was given rent free furnished residential accommodation. The accused, it is alleged in the petition of complaint, ceased to be in the employment of the company in any capacity whatsoever on and from January 1, 1989, but in spite of that the petitioner who was in possession of the premises situated at H-9, Maharani Bagh, New Delhi, by virtue of the terms of his appointment as mentioned earlier, wrongfully withheld the same and knowingly applied it for purposes other than those expressed in the letter of appointment.

(2.) It is also alleged in paragraphs 15 and 16 of the petition of complaint that the company called upon the accused to forthwith vacate and deliver to the company possession of the said premises which the accused was occupying and also to return all the properties of the company which the accused was no longer entitled to occupy or retain by reason of termination , and determination of his employment with the company and, finally on June 22, 1990, a registered letter was sent to the accused directing him to vacate the premises of the company but the accused refused to do so on frivolous grounds. As regards juris dictional facts it is stated in paragraph4 of the petition of complaint that the company has various branches/offices/ factory spaces in the country but all major decisions regarding the control, management and administration including the employment of the senior persons are being done from Calcutta at the registered office of the company within the jurisdiction of the Park Street police station and all profits and loss accounts and balance-sheets of the company are prepared at Calcutta and approved by the shareholders at Calcutta and are being filed with the Registrar of Companies, West Bengal, in accordance with the provisions of the Companies Act, 1956. It is further stated that all statutory requirements regarding the filling of the returns, profit and loss accounts, balance-sheets, returns regarding the provident fund dues are done from Calcutta and senior personnel and executives are appointed at Calcutta. In paragraph 19 of the petition of complaint, it is stated that the appointment of the accused in the employment of the company as an employee and as a direc-torywhole-time director of the company and as a consultant and adviser was made in Calcutta and the agreements for such appointments were also entered into at Calcutta. It is also stated therein that the accused being an officer of the company shall be deemed to be the officer of the company having its registered office at Calcutta irrespective of the fact that he was posted at New Delhi. According to the averment made in the said paragraph 19, all salary remittance of the accused was being made from Calcutta and/ or liable to be made from Calcutta, the payment of income-tax and provident fund contributions of the accused were made at Calcutta and were deposited with the appropriate authorities at Calcutta, the termination of the service of employment of the accused was being effected in Calcutta and the resolution of the board of directors of the company regarding the appointment and acceptance of the termination were accepted at Calcutta. Lastly, it is alleged that the refusal of the accused to part with the properties of the company was also communicated by the accused to the company in Calcutta and for all those reasons the court at Calcutta has jurisdiction to entertain and try the complaint.

(3.) The petitioner/accused has challenged the proceeding started on the basis of the complaint mainly on the ground that the Calcutta court has no jurisdiction to try the case and since, for reasons discussed below, I find that the Calcutta court has no jurisdiction to try the case, I will dispose of the present revisional application on that ground alone without entering into the merits of the other grounds taken in the revisional application. Section 630 of the Companies Act, 1956, reads thus :