Sterlite Technologies Limited Through Mr. Akshay Kulkarni v. Org Informatics Limited And ORS

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

CRIMINAL APPELLATE JURISDICTION CRIMINAL WRIT PETITION NO.5783 OF 2024 Sterlite Technologies Limited } A Company incorporated under the } Companies Act, 1956 having its } Registered Office at 4th Floor, } Godrej Millennium, Koregaon Road 9, } STS 12/1, Pune - 411 001.

} Through Mr.Akshay Kulkarni, Age:39 Years, } Authorized Representative.

} ...Petitioner by SATISH RAMCHANDRA SANGAR Date:

2025.08.22 11:14:53 +0530 SATISH RAMCHANDRA SANGAR

Versus

1.

ORG Informatics Limited } A Company incorporated under the } Companies Act, 1956 having its } Corporate Office at 101, Padma Tower-1, } Rajendra Place, New Delhi - 110008.

} 2.

Ajoy Khanderia } Managing Director & CEO of ORG } Informatics Limited, having its Corporate } Office at 101, Padma Tower-1, Rajendra Place, } New Delhi - 110008.

} 3.

Rajesh Suri } Chief Financial Officer of ORG Informatics } Limited, having its Corporate Office at 101, } Padma Tower-1, Rajendra Place, } New Delhi - 110008.

} 4.

Kalyan Mazumder } Head - SCM of ORG Informatics Limited, } having its Corporate Office at 101, } Padma Tower-1, Rajendra Place, } New Delhi - 110008.

} 1/6

5.

The State of Maharashtra } ...Respondents ***** Mr.Yashpal Thakur a/w Mr.Mukund Pandya:- Advocates for Petitioner.

Mr.M.A.Memon i/b. Laxmi Associates:- Advocate for Respondent Nos.2,3 and 4.

Mr.H.J.Dedhia:- APP for Respondent No.5-State.

*****

CORAM

:

S. M. MODAK, J.

DATE :

12th AUGUST 2025 ORAL ORDER :- 1.

Heard learned Advocate Shri.Thakur for the Petitioner/ Complainant and the learned Advocate for Respondent Nos.2-4. The Respondent No.3 has filed a reply. It is adopted by the Respondent Nos.2 and 4 as submitted by learned Advocate. 2.

The only issue arisen in this Petition is "whether the Complainant's witness can be recalled for the purpose of examination for proving the 'Minutes of the Meeting' conducted on 6th March 2009 and 22nd February 2010". The learned Magistrate has rejected the request for the reason, this was filed after prolonged delay and considering the stage at which it is filed and that is why does not justify recalling. The said order is passed on 21st June 2024. In the order, the learned Magistrate has referred to certain judgments in paragraph 2/6

Nos.3,4,5,6 and 7.

3.

According to Mr.Thakur, earlier, case was pending before the Delhi Court and it is transferred to the Maharashtra in the year 2016. In fact, the case was filed in the year 2009. According to him, once the case is transferred to this State, his client was justified in filing copies of the Minutes-Book. He relies upon the observations in case of Ashish C. Shah V/s. M/s.Sheth Developers Pvt. Ltd. and Others1. It is referred by the learned Judge in paragraph No.3 of the order. Second justification given by Mr.Thakur is when the case was transferred, it was at the stage of defense evidence and his client filed the Application immediately after the Accused has closed his evidence.

4.

According to Mr.Memon, such Application can be given at any stage of the proceedings and the justification that " it was not given earlier because the case was at the stage of defense evidence" cannot be accepted. He emphasized on the aspect of delay in filing the Application for at least 7 years after transfer of the case to the State of Maharashtra.

5.

It is a matter of record that through the earlier witness, the Company has produced those copies of the two Resolutions passed on the basis of minutes. What is not produced is the Minutes-Book. Criminal Writ Petition No.40 of 2011 : 16th March 2011 : Bombay High Court 3/6

Generally when the meetings are conducted of the Board of Directors of the Company, the Resolutions are passed and it is recorded in the Minutes-Book. For the purpose of the information, the copies of Board Resolutions are prepared on the basis of the Minutes-Book. Because the Minutes-Book cannot be shifted for convenience purpose. Those Resolutions are already tendered in evidence. The Complainant wants to bring on record the copies of the Minutes-Book. 6.

Learned Single Judge of this Court in case of Ashish Shah (cited supra) has interpreted the law in respect of proving of the MinutesBook. The provisions of Section 196(2) of the Companies Act, 1956 [Act No.1 of 1956] and the provisions of Section 65(f) of the Indian Evidence Act,1872 [Act No.1 of 1872] were referred. Finally it is held:- "Certified copy of minutes book are admissible in evidence without proving of the original."

In this case, the Complainant through their witness are willing to produce the Minutes-Book as well as its copy certified by the concerned Officer of the Company.

7.

Yet the trial is not over. One of the principles of the criminal law is "the parties need to be given an opportunity to prove their case". Before the Appellate Court, only in exceptional case, evidence can be given. So I am inclined to allow the Petition .

4/6

8.

When Section 311 of the Code of Criminal Procedure, 1973 ("Cr.P.C.") mentions about "at any stage", it means "at any stage earlier to the judgment". The recalling is justified only subject to the payment of cost. Because for 6 years, this Application was not filed before the trial Court. When prayer is allowed, it does not mean the accused is without remedy. He has got right to cross-examine the witness on limited points that is to say facts deposed by this witness. The trial Court to have a check on facts deposed by witness and it should be limited to production of documents and under the garb of producing these documents, they should not aver other unnecessary facts. If such facts are pleaded, the trial Court may strike out them. The Petition needs to be allowed. Accordingly, following order is passed:-

O R D E R

(i) The Petition is allowed.

(ii) The order dated 21 st June 2024 passed by the Court of then Metropolitan Magistrate, 23rd Court, Esplanade, Mumbai on Exhibit-35 in C.C.No.2600/SS/2016 is quashed and set aside.

(iii) The Complainant is permitted to recall Ms.Mrunal Dixit - Deputy Company Secretary.

(iv) This recalling is granted only for producing and proving the Minutes-Book dated 6th March 2009 and 22nd February 5/6

2010 along with its Certified Copies.

(v) The Petitioner/Complainant is permitted to take back the original minutes book by seeking permission from the trial Court.

(vi) This liberty is granted subject to the payment of cost of Rs.5,000/- (Rupees Five Thousand) to be paid within 15 days to the Respondent Nos.2 to 4.

9.

With these observations, the Writ Petition stands disposed of. [S. M. MODAK, J.] 6/6