A. PASAYAT, J. ( 1 ) PETITIONERS (also referred to as accused hereinafter) call in question legality of order dated 5-1-1994 passed by learned Sub Divisional Judicial Magistrate, Bhubaneswar (in short, S. D. J. M. T) in I. C. C. Case No. 4 of 1994 taking cognizance of offences punishable under sections 467 and 409 of Indian Penal Code, 1860 (in short, I. P. C.) and directing issue of process against petitioners to appear in person and answer charge in respect of the aforesaid offences. Prayer is for exercise of power under section 482 of Code of Criminal Procedure, 1973 (in short, Code) to quash the entire proceeding which, according to petitioners, is misconceived. Case in question was instituted on basis of a complaint lodged by opposite party (hereinafter referred to as Tcomplainant ). The factual antecedents in which the controversy arose are as follows: Complainants assertion is that he had purchased 350 equity shares of Reliance Industries Limited (hereinafter referred to as companyt) through a broker functioning in Delhi Stock Exchange. He received concerned shares on 219-1992. He had obtained 50 equity shares earlier. He sent the aforesaid 400 share certificates along with transfer deeds duly executed in his favour by registered post with acknowledgement receipt under Postal Registration No. 4053 dated 24-9-1992 from Satyanagar Post Office, Bhubaneswar, to the company. He had not received the acknowledgement card from the addressee. Despite reminders to postal authorities, no reply was received. This necessitated sending of a latter on 5-3-1993 and reminder dated 5-5-1993 to the company to register the aforesaid shares in his name. However, accused persons by their letter dated 11-11- 1993, which was accompanied by zerox copies of transfer deeds, informed him that 400 shares in question have been registered in the name of Unit Trust of India (hereinafter referred to as U. T. I. T ). From the zerox copy of transfer deeds it was revealed that share certificates were received by accused persons in their office between 24-9-1992 and 23-10-1992, and they actively connived with concerned subordinates in their office and destroyed the transfer deeds executed in favour of complainant and forged fresh transfer deeds and replaced the complainant's transfer deeds with forged ones, which ultimately resulted in registration of shares in favour of U. T. I. between 24-9-1992 and 23-10-1992. Complainant visited the office of accused persons in Bombay and ascertained that 400 share certificates were received in that office between 24-9-1992 and 23-10-1992. Accused persons by their letter dated 11-11-1993 admitted having received share certificates between 24-9-1992 and 23-10-1992. Complainant reliably learnt about similar large scale misutilisation Of share certificates, and Mr. Satish Parik and Mr. Vinod Ambany, two senior officers of company stated to him that it was petitioner No. 1 who had full knowledge of the real truth. The two officers took no steps to trace out the registered letter sent by the complainant as they knew the truth. In the circumstances, complainant was led to believe that petitioner-accused persons committed forgery, criminal breach of trust and misappropriation in respect of said 400 share certificates in question. ( 2 ) LEARNED Magistrate recorded a statement of complainant, took cognizance of offences punishable under Sections 409 and 467, I. P. C. and directed issue of process as aforesaid. ( 3 ) ACCORDING to petitioners, proceeding is thoroughly misconceived, as there was no infraction, and in any event petitioners had no role to play. Complainant has not proved any entrustment. On the contrary, there is no material to show that the documents were ever sent to petitioners. The address indicated in the complainant's own documents clearly shows that it was despatched to a non-existent department of the company. The share transfers are not handled by the company, and on the other hand, by Reliance Consultancy Services Ltd. (hereinafter referred to as 'consultancy Company' ). The transfers were made in favour of U. T. I. , a Government of India undertaking and there was no irregularity whatsoever involved. Allegations and accusations as made in the complaint petition and statement of complainant do not make out any offence at all, much less so far as petitioners are concerned. Complaint as the outcome of mala fides and to prevent further abuse of process of Court, exercise of power under Section 482 of Code is necessary. Complainant, on the other hand, contended that documentary materials clearly establish that shares and transfer documents were sent to the company and forged documents have been brought into existence to record transfers in favour of U. T. I. with oblique motive, and offences as alleged are clearly made out. Complainant, on the other hand, contended that documentary materials clearly establish that shares and transfer documents were sent to the company and forged documents have been brought into existence to record transfers in favour of U. T. I. with oblique motive, and offences as alleged are clearly made out. ( 4 ) WHEN question relating to legality of order of cognizance is raised by an accused, proper course for him is to move learned Magistrate who took cognizance to show that further continuance of proceeding would be abuse of process of Court or that ingredients necessary to constitute an offence are absent even if accusations are accepted in toto. That would be in line with view expressed by Apex Court in K. M. Mathew v. State of Kerala and another. In the instant case, I find that notice had been issued on question of admission, and further parties have addressed at length regarding order of cognizance and direction to issue process. Therefore, I have entertained this application for disposal on merits. ( 5 ) EXERCISE of power under section 482 of the Code in a case of this nature is the exception and not the rule. The section does not confer any new powers on High Court. It only saves the inherent power which the Court possessed before the enactment of the Code. It envisages three circumstances under which the inherent jurisdiction may be exercised, namely, (i) to give effect to an order under the Code, (ii) to prevent abuse of process of Court, and (iii) to otherwise secure the ends of justice. It is neither possible nor desirable to lay down any inflexible rule which would govern the exercise of inherent jurisdiction. No legislative enactment dealing with procedure can provide for all cases that may possibly arise. Courts, therefore, have inherent powers apart from express provisions of law which are necessary for proper discharge of functions and duties imposed upon them by law. That is the doctrine which finds expression in the section which merely recognizes and preserves inherent powers of High Courts. Courts, therefore, have inherent powers apart from express provisions of law which are necessary for proper discharge of functions and duties imposed upon them by law. That is the doctrine which finds expression in the section which merely recognizes and preserves inherent powers of High Courts. All Courts, whether civil or criminal, possess, in the absence of any express provision, as inherent in their constitution, all such powers as are necessary to do the right and to undo a wrong in course of administration of justice on the principle Tquando lex aliquid alicui concedit, concedere videtur id sine quo ipsa, esse non potest (When the law gives a person anything it gives him that without which it cannot exist ). The inherent jurisdiction of the High Court preserved in this section is vested in it by law, within the meaning of Article 21 of the Constitution. While exercising powers under the section, the Court does not function as a Court of appeal or revision. Inherent jurisdiction under the section though wide has to be exercised sparingly, carefully and with caution and only when such exercise is justified by the tests specifically laid down in the section itself. It is to be exercised ex debito justitiae to do real and substantial justice forihe administration of which alone Courts exists. Authority of the Court exists for advancement of justice and if any attempt is made to abuse that authority so as to produce injustice, the Court has power to prevent abuse. It would be an abuse of process of Court to allow any action which would result in injustice and prevent promotion of justice. In exercise of the powers Court would be justified to quash any proceeding if it finds initiation/continuance of it amounts to abuse of process of Court or quashing of those proceedings would otherwise secure the ends of justice. When no offence is disclosed by the complaint the Court may examine the question of fact. When a complaint is sought to be quashed it is permissible to look into the materials to assess what the complainant has alleged and whether any offence is made out even if the allegations are accepted in toto. When no offence is disclosed by the complaint the Court may examine the question of fact. When a complaint is sought to be quashed it is permissible to look into the materials to assess what the complainant has alleged and whether any offence is made out even if the allegations are accepted in toto. In exercising its jurisdiction, the High Court will not embark upon an enquiry as to whether the evidence in question is reliable or not, or whether on a reasonable appreciation of its accusation would not he sustained. ( 6 ) IN R. P. Kapur v. State of Punjab, the Supreme Court summarised some categories of cases where inherent power can and should be exercised to quash proceedings: (i) Where it manifestly appears that there is a legal bar against institution or continuance, e. g. want of sanction; (ii) Where the allegations in the first information report or complaint taken at its face value and accepted in their entirety do not constitute the offence alleged; (iii) Where the allegations constitute an offence, but there is no legal evidence or the evidence adduced clearly or manifestly fails to prove the charge. In dealing with the last case it is important to bear in mind the distinction between a case where there is no legal evidence or where there is evidence which is clearly inconsistent with the accusations made, and a case where there is legal evidence which, on appreciation, mayor may not support the accusations. When exercising jurisdiction under section 482 of the Code the High Court would not ordinarily embark upon an enquiry whether the evidence in question is reliable or not. That is function of the trial Judge. Judicial process should not be an instrument of oppression or needless harassment. Court should be circumspect and judicious in exercising discretion and should take all the relevant facts and circumstances into consideration before issuing process, lest it would be an instrument in the hands of private complainant as unleash vendetta to harass any person needlessly. At the same time the section is not an instrument handed over to an accused to short-circuit prosecution and bring about its sudden death. At the same time the section is not an instrument handed over to an accused to short-circuit prosecution and bring about its sudden death. The scope of exercise of power under section 482 of the Code and the categories of cases where the High Court may exercise its power under section 482 of the Code relating to cognizable offences to prevent abuse of process of any court or otherwise to secure the ends of justice were set out in some detail by the apex Court in State of Haryana and others v. Ch. Bhajan Lal and others. A note of caution was, however, added that the power should be exercised sparingly and that too in rarest of rare cases. The illustrative categories indicated by the Apex Court are as follows: (1) Where the allegations made in the first information report or the complaint, even if they are taken at their face value and accepted in their entirety do not prima facie constitute any offence or make out a case against the accused. (2) Where the allegations in the first information report and other materials, if any, accompanying the F. I. R. do not disclose a cognizable offence, justifying an investigation by police officers under section 156 (1) of the Code except under an order of Magistrate within the purview of section 155 (2) of the Code. (3) Where the uncontroverted allegations made in the FJ. R. or complaint and the evidence collected in support of the same do not disclose the commission of any offence and make out a case against the accused. (4) Where the allegations in the F. I. R. do not constitute a cognizable offence but constitute only a non-cognizable offence, no investigation is permitted by a police officer without an order of a Magistrate as contemplated under section 155 (2) of the Code. (5) Where the allegations made in the F. I. R. or complaint are so absurd and inherently improbable on the basis of which no prudent person can ever reach a just conclusion that there is sufficient ground for proceeding against the accused. (5) Where the allegations made in the F. I. R. or complaint are so absurd and inherently improbable on the basis of which no prudent person can ever reach a just conclusion that there is sufficient ground for proceeding against the accused. (6) Where there is an express legal bar engrafted in any of the provisions of the Code or the concerned Act (under which a criminal proceeding is instituted) to the institution and continuance of the proceedings and/or where there is a specific provision in the Code or the concerned Act, providing efficacious redress for the grievance of the aggrieved party. (7) Where a criminal proceeding is manifestly attended with mala fide and/or where the proceeding is maliciously instituted with an ulterior motive for wreaking -vengeance on the accused and with a view to spite him due to private and personal grudge. The powers possessed by the High Court under section 482 of the Code are very wide and the very plenitude of the power requires great caution in its exercise. Court must be careful to see that its decision in exercise of this power is based on sound principles. The inherent power should not be exercised to stiffe a legitimate prosecution. High Court being the highest Court of a State should normally refrain from giving a prima facie decision in a case where the entire facts are incomplete and hazy, more so when the evidence has not been collected and produced before the Court and the issues involved, whether factuaror legal, are magnitude and cannot be seen in their true perspective without sufficient material. Of course, no hard and fast rule can be laid down in regard to cases in which the High Court will exercise its extra-ordinary jurisdiction of quashing the proceeding at any stage. (Janata Dal elc. v. H. S. Choudhary etc. ). Every High Court as the highest Court exercising criminal jurisdiction in a State has inherent power to make any order for the purpose of securing the ends of justice. But being an extraordinary power it will, however, not be pressed in aid except for remedying a flagrant abuse by a subordinate court of its powers. (See Dr. Raghubir Shana v. State of Bihar ). But being an extraordinary power it will, however, not be pressed in aid except for remedying a flagrant abuse by a subordinate court of its powers. (See Dr. Raghubir Shana v. State of Bihar ). It would not be proper for the High Court to analyse the case of the complainant in the light of all the probabilities in order to determine whether a conviction would be sustainable and on such premises, arrive at a conclusion that the proceedings are to be quashed. It would be erroneous to assess the material before it and conclude that the complaint cannot be proceeded with. In proceedings instituted on complaint, exercise of the inherent powers to quash the proceedings is called for only in a case where the complaint does not disclose any offence or is frivolous, vexatious or oppressive. If the allegations set out in the complaint do not constitute the offence of which cognizance has been taken by the Magistrate, it is open to the High Court to quash the same in exercise of the inherent powers under Section 482 of the Code. It is not, however, necessary that there should be meticulous analysis of the case before the trial to find out whether the case would end in conviction or acquittal. The complaint has to be read as a whole. If it appears that on consideration of the allegations in the light of the statement made on oath of the complainant that the ingredients of the offence or offences are disclosed and there is no material to show that the complaint is mala fide, frivolous or vexatious, in that event there would be no justification for interference by the High Court. (See Mrs. Dhanalakshmi v. R. Prasanna Kumar and others ). ( 7 ) SECTIONS 200 to 203 lay down the procedure to deal with the complaints made by private persons. If a Magistrate takes cognizance of an offence on complaint, he must however examine upon oath the complainant, even though the complaint is in writing, and the witnesses present, if any, and reduce its substance to writing. As examination of the witnesses present is compulsory, Magistrate would be well advised to enquire if witnesses are present and to note if there is none. Complainant may indicate to the Court any person whom he does not propose to examine even though such person is present. As examination of the witnesses present is compulsory, Magistrate would be well advised to enquire if witnesses are present and to note if there is none. Complainant may indicate to the Court any person whom he does not propose to examine even though such person is present. In such a case, Magistrate would dispense with examination of such person. Under Section 200 it is incumbent on the Magistrate taking cognizance on a complaint to examine upon oath the complainant and his witnesses present, if any, to satisfy himself as to the veracity with the complainant and as to any point on which he is silent or on which there may be a doubt. The object is to test whether the allegations make out a prima facie case to enable him to issue process. If he finds prima facie reasons and facts constitute an offence under the law, it is incumbent upon him to issue process forthwith. If he distrusts the complainant altogether or if no offence is made out, it is equally his duty to dismiss the complaint under section 203 of the Code. It is only when his distrust is not sufficiently strong to warrant action upon it, that it is open to him to postpone issue of process pending further enquiry under section 202 of the Code. He can then enquire himself or direct an investigation to be made by a police officer or by any private person, if he thinks fit. The object of examination as contemplated under section 200 is to ascertain whether there is a prima facie case and sufficient grounds for proceeding. The scope of enquiry under section 202 is extremely restricted only to find out the truth or otherwise of the allegations made in the complaint in order to determine whether process should issue or not under section 204 of the Code, or whether the complaint should be dismissed by resorting to section 203 of the Code on the footing that there is no sufficient ground for proceeding on the basis of the statements of the complainant and his witnesses, if any. But the enquiry at that stage does not partake the character of a full dressed trial which can take place after the process is issued under section 204 of the Code calling upon the proposed accused to answer the accusation made against him for adjudging the guilt or otherwise of the said accused person. Further the question whether the evidence is adequate for supporting the conviction can be determined only at the trial and not at the stage of the enquiry contemplated under section 202 of the Code. In other words, daring the course of enquiry under section 202 of the Code, the enquiry officer has to satisfy himself simply on the evidence adduced by the prosecution whether prima facie case has been made out so as to put the proposed accused on a regular trial and that no detailed enquiry is called for during the course of such enquiry. (See Vadilal Panchal v. Dattatraya Dulaji Ghadigankar, Pramatha Nath Talukdar v. Saroj Ranjan, and Mohinder Singh v. Gulwant Singh and others ). ( 8 ) MAIN grounds of challenge is raised by petitioners are as follows:i. Allegations in the complaint read with the statement of complainant on oath, even if accepted in their entirety, do not disclose commission of any offence, much less, so far as petitioners are concerned. ii. In respect of offences involving mens rea and/or involving compulsory punishment of imprisonment, they cannot be made applicable to a case of a company the prosecution is misconceived so far as petitioner No. 2 is concerned. Offences alleged are punishable under Sections 409 and 467, I. P. C. which involve mens rea and/or carry compulsory punishment of imprisonment. iii. Section 409, I. P. C. has no application at all, because there is no question of entrustment of any property nor any dominion over the property to any person acting in the capacity of any of the enumerated classes, as detailed in Section 409, I. P. C. Entrustment which is the most essential ingredient in respect of an offence as set out in Section 409, I. P. C. has not been even remotely established. On the contrary it has been accepted that there was no document to show that the documents allegedly sent by the complainant were received by the petitioners. iv. On the contrary it has been accepted that there was no document to show that the documents allegedly sent by the complainant were received by the petitioners. iv. Offences allegedly having been committed at Bombay, an order taking cognizance and issuing process by learned S. D. J. M, Bhubaneswar, is without jurisdiction. v. Proceedings have been initiated maliciously with ulterior motive. vi. Ingredients necessary to constitute offence punishable under Section 467, I. P. C. have not been established. vii. There have been several false statements as evident from a bare reading of the complaint petition and the statement on oath of the complainant. ( 9 ) STAND of the opposite party is that the power conferred under section 482 of the Code is to be exercised with circumspect and the so-called discrepancies highlighted by the petitioners are not so fatal and glaring as to affect the vitals of complainants case. Since the shares and other documents were sent by opposite party by registered post from Bhubaneswar, learned S. D. J. M. , Bhubaneswar has territorial jurisdiction in terms of section 181 (4) of the Code. The nomenclature of offence to be one under section 409, I. P. C. is of no consequence, as the charge can be altered or modified in terms of section 216 of the Code at any time. Since transfer deeds were sent by registered post with acknowledgement certificate, presumption under section 114 of the Indian Evidence Act, 1872 (in short Evidence Act) is clearly attracted; As the original share certificates together with duly executed transfer deeds were sent by registered post, the transfers in the name of U. T. I. clearly make out a case of forgery and criminal breach of trust and dishonest misappropriation under sections 403, 406, 409 and 465, I. P. C. and petitioners are liable to be punished. Even if petitioner No. 2 as a body corporate, and cannot be awarded any custodial sentence, petitioner No. 1 being Chairman and Managing Director in charge of its affairs, shall be held responsible and liable for the criminal acts committed by the company and can be punished. Even otherwise as the offences complained of can also be punished by imposition of fine, the liability of the company is not completely wiped out. Even otherwise as the offences complained of can also be punished by imposition of fine, the liability of the company is not completely wiped out. ( 10 ) IT is now to be seen as to whether there is scope for interference by testing the facts situation on the touchstone of legal principles highlighted above. The primal question is what are the allegations, and how the complaint has put it in complaint petition and his statement on oath. In the complaint petition date of occurrence has been stated to be 24-9-1992 and 23-10-1992. So far as the first date is concerned it appears to be the date on which the complainant claims to have sent the documents, but it could not be explained by the learned counsel for the complainant during hearing of this application as to what is the significance of the date 23-10-1992. So far as the witnesses are concerned, complainant has styled himself as witness No. 1 and Post Master, Bombay-21 as witness No. 2 to cause production of addressees postal acknowledgement relating to alleged delivery of the complainant's registered letter dated 24-9-1992. The relevant portions of the complainant's complaint petition read as follows:5. The present market value of he said 400 shares as quoted in Bhubaneswar Stock Exchange on 3-1-1994 is Rs. 3 10/- each, to total present value being Rs. 1,24,000/ -. 6. The complainant sent the said 400 share certificates along with their transfer deeds duly executed in his favour by registered post with A/d under postal registration No. 4053 dated 24-9-1992 from the Satyanagar Post Office Bhubaneswar to the Reliance Industries Ltd. accused No. 2. The complainant has not yet received back the AID from the addressee till date in spite of reminders to the Postal Department. 7. The complainant by his letter dated 6-3-1993 and subsequent letter dated 5-5-1993 requested the Reliance Industries Limited, accused No. 2 with copies thereof to the Bhubaneswar Stock Exchange and to the Bombay Stock Exchange, to register the said shares in his name. But the accused persons by their letter dated 11-11-1993 informed the complainant that the said 400 shares stood registered in their office in the name of the Unit Trust of India. 8. But the accused persons by their letter dated 11-11-1993 informed the complainant that the said 400 shares stood registered in their office in the name of the Unit Trust of India. 8. The zerox copies of the transfer deeds in respect of the said shares in favour of the Unit Trust of India sent by the accused persons in their letter dated 11-11-1993 to the complainant revealed that after the date of the complainants despatch of the said 400 share certificates the accused persons duly received them in their office between 24-9-1992 and 23-10-1992. The said zerox copies further revealed that the accused persons actively connived with the concerned subordinates of their office, destroyed the transfer deeds executed in favour of the complainant, forged fresh transfer deeds and replaced the complainants transfer deeds with forged ones which ultimately lea to registration of the complainants share certificates in their office in the name of Unit Trust of India between 24-9-1992 and 23-10-1992. 9. The complainant, therefore visited the accused persons Bombay office, made personal contacts at all the relevant levels and ascertained that the said 400 share certificates were duly received in that office between 23-9-1992 and 23-10-1992 in the registered post of the complainant. 10. The fact remains that even according to the accused persons own letter dated 11-11-1993, they did receive the said share certificates between 24-9-1992 and 23-10-1992. Strangely in their letter they never said from whom they had received the said share certificates nor did they specifically deny to have received the complainant's registered letter dated 24-9-1992. 11. The complainant reliably gathered that similar large scale misappropriation of share certificates received in their office by post has been a regular practice carried on over the years with the active connivance of the accused persons. This was confirmed by the fact that despite the complainants personal interview with the accused companys two senior officers, namely, Sri Satish Parik and Sri Vinod Ambani they took no action at all to find out what happened to his registered letter dated 24-9-1992 addressed to their office. They took no action to trace out the said registered letter, obviously because they already knew the truth. They took no action to trace out the said registered letter, obviously because they already knew the truth. The said two officers of the accused, companies office gave out that it was the Chairman and the Managing Director Sri Dhirubhai Hirachand Ambani who had full knowledge of the real truth and that they were too small for the truth so big. The statement of the complainant on oath, so far as relevant reads as follows: I have filed this case against the accused M/s. Reliance Industries Company Ltd. , Bombay and its Managing Director Dhirubhai Hirachand Ambani. I purchased 400 share certificates of the accused company in September 1992, face value of each share Rs. 10/ -. The present market value of each share is Rs. 3 10/ -. On 29-9-1992, I sent the certificates under Registered Post with A. D. for transfer of the shares into any name. I had also sent the registered deed of transfer. So far I have not received the A. D. On 6-3-1993, May 1993 and August 1993 I sent letters to the accused company for transferring of the shares into my name. In August 1993 the accused Company issued me a letter informing therein that the share certificates have been transferred in the name of Unit Trust of India. On 23rd and 24th November 1993. I had been to Bombay and met the officers of the accused company. They gave evasive replies. Hence, I have come for help to this office. ( 11 ) COMPLAINANT has accepted not to have received any acknowledgement, as admitted in paragraph 6 of the complaint petition extracted above. He has also accepted this position in his statement. Further, in paragraph 8 he refers to some letter dated 11-11-1993 which he claims was sent by the accused persons. According to the complainant, same reveals that after date of complainants despatch of the share certificates, accused persons duly received them in their office between 24-9-1992 and 23-10-1992. Reference is also made to alleged letter dated 11-11-1993 of the accused persons informing the complainant that 400 shares stood registered in favour of U. T. I. No such letter has been brought on record. On the contrary, letter dated 11. 11. 1993 is of Reliance Consultancy Services Ltd. A copy of the letter is annexed as Annexure-6 to the application under consideration. On the contrary, letter dated 11. 11. 1993 is of Reliance Consultancy Services Ltd. A copy of the letter is annexed as Annexure-6 to the application under consideration. In that letter also there is no acceptance by the aforesaid company regarding share transfer forms and the share certificates allegedly sent by the complainant. On the contrary, details have been given of the registered shareholders. The Consultancy Services have also sent copies of the share transfer forms which clearly show that neither of the petitioners had any role to play with the transfer of the shares. On the contrary, the transfers were effected through Stock Holding Corporation of India Ltd. and several registered brokers and the transferee in each case was U. T. I. , a Government of India Undertaking. This itself shows the fallacy of the complainants case about the alleged acts of forgery and breach of trust. It further appears from the letter dated 24-9-1992 which appears to be the trumpeard of the complainant that the same is addressed to the Manager, Share Transfer Department of petitioner No. 2 Company. It has been specifically asserted by petitioners that no such department exists, and therefore, the question of share certificate forms and transfer deeds being entrusted to either of petitioners does not arise. According to the complainant, whether there was a department or not is of no consequence and the stand of the petitioners that the transfers were being handled by a separate corporate body, i. e. Reliance Consultancy Services Ltd. is also of no consequence, because that is a matter of internal arrangement. In my view, the plea of the complainant is untenable because it has been clearly accepted that no acknowledgement has been received in respect of the alleged despatch of the documents. Section 114 of the Evidence Act, which raises a rebuttal presumption, comes into operation where a letter is properly directed and is proved to have been put into post office or delivered to the postman. The presumption is stronger when the letter is sent by registered post and there is a signed acknowledgement. In a case where the addressee makes a statement on oath that the letter was not tendered; the presumption stands rebutted. Further it must be proved that the letter was properly addressed and directed. The presumption is stronger when the letter is sent by registered post and there is a signed acknowledgement. In a case where the addressee makes a statement on oath that the letter was not tendered; the presumption stands rebutted. Further it must be proved that the letter was properly addressed and directed. In the case at hand, the assertion of the petitioners that there was no Share Transfer Department is unchallenged. Complainant places reliance on certain letters of Reliance Consultancy Service Ltd. At the most it can be said that the said concern dealt with the transfer deeds in respect of certain other persons which ultimately led to registration of the shares in the name of U. T. I. The said Consultancy Services have also not admitted to have received the share certificate forms and the transfer deeds as alleged to have been sent by the complainant. It is also not the case of the complainant that the Consultancy Services had received the same on behalf of the petitioners. On the contrary, the complainant seems to have equated the Consultancy Services with the petitioners. It is trite law that Corporate Bodies have independent and separate existence and one cannot be held to be responsible for the acts of another. In the letter Annexure-6 dated 11-11-1993 of Consultancy Services, reference has been made to letter dated 24-9-1993 of the complainant and has sent its reply. To a pointed query by me as to what were the contents of the letter dated 24-9-1993, learned counsel for the complainant fairly accepted that the complainant was not possessed of copy of the said letter. Further the complainant claims that he made personal contact at all the relevant levels and ascertained that the certificates were duly received in that office between 23-9-1992 and 231o1992t1 (as stated in the complaint petition ). This assertion on the face of it is absurd cause the complainant claims to have sent the documents on 24-9-1992. It is inconceivable that even before despatch of the letter from Bhubaneswar, the petitioners could receive the documents at Bombay. It is also not stated as to from whom the complainant ascertained about the receipt of documents. This assertion on the face of it is absurd cause the complainant claims to have sent the documents on 24-9-1992. It is inconceivable that even before despatch of the letter from Bhubaneswar, the petitioners could receive the documents at Bombay. It is also not stated as to from whom the complainant ascertained about the receipt of documents. In paragraph 11 it is stated that the complainant reliably gathered that similar large scale misappropriation of share certificates received in the office of petitioners has been a regular practice carried on over the years was the active connivance of petitioners. It is staled that two senior officers of petitioner No. 2 company, Sri Satish Parik and Sri Vinod Ambani took no steps to trace out the registered letter obviously because they already knew the truth. It is claimed that the said two officers gave out that it is Chairman and Managing Director (petitioner No. 2) who had full knowledge of real truth and that they were too small for the truth so big. It is not stated as to what was the truth. The complainants case is that from the enquiry he was led to believe that the accused persons committed forgery, criminal breach of trust and misappropriation in respect of the share certificates. In the statement before the learned Magistrate on oath it has been stated that he had been to Bombay and met the officers of the accused company who gave evasive replies. This itself unquestionably shakes the foundation of the complainant's case as made out in the complaint petition. In the statement also it has been stated that in August 1993, the accused company issued a letter informing that share certificates have been transferred in the name of U. T. I. In the complaint petition there is no reference to any such letter. In reply to a pointed query, learned counsel for complainant, fairly accepted that no such letter was in existence, and by mistake the complainant stated that the letter was sent in August 1993, but in reality reference was made to letter dated 11-11-1993, to which detailed reference has been made earlier. These aspects unmistakenly go to show that complainant was not sure of his case and there are too many loose ends, which clearly go to show absence of even a remote link of the alleged offences to the petitioners. These aspects unmistakenly go to show that complainant was not sure of his case and there are too many loose ends, which clearly go to show absence of even a remote link of the alleged offences to the petitioners. It is now to be seen whether ingredients essential to constitute offences as set out in Sections 409 and 467 I. P. C. are present. ( 12 ) IN order to attract Sections 409 and 467, I. P. C. , certain essential ingredients are necessary to be established. Section 409 deals with criminal breach of trust by public servant, or by banker, or by merchant, or by agent. In the commission of offence of criminal breach of trust, two distinct parts are involved. The first part consists of creation of an obligation in relation to the property over which dominion or control is acquired by the accused, while the second part deals with misappropriation of the said property dishonestly and contrary to the terms of the obligation created. This section can be invoked only if it can be shown that the accused being in any manner entrusted with a property or with dominion over a property in his capacity as public servant, or banker, or merchant, or agent committed criminal breach of trust in respect of that property. One of the essential ingredients of offence of criminal breach of trust is that the property, which is the subject matter of the offence, must have been entrusted to the accused and trust of some kind is necessary. Entrusted in section 409 is used in a wide sense and includes all cases in which property is voluntarily handed over for a specific purpose and if dishonestly disposed of contrary to the terms on which possession has been handed over to the accused. In order to attract provisions of section 409 it must be proved that (i) the accused was either a public servant, or a banker, merchant, factor broker, attorney, or agent; (ii) he was in such capacity entrusted with property in question or with dominion over it; and (iii) he committed criminal breach of trust in respect of that property. In order to attract provisions of section 409 it must be proved that (i) the accused was either a public servant, or a banker, merchant, factor broker, attorney, or agent; (ii) he was in such capacity entrusted with property in question or with dominion over it; and (iii) he committed criminal breach of trust in respect of that property. The onus lies on the accuser to prove not only that the property was entrusted to the accused in trust but also that he did not apply it for the purpose of which it was given and dishonestly misappropriated or converted to his own use that property. The onus of proving all the ingredients of the offence is always upon the accuser and never shifts to the accused. Entrustment therefore, has to be established. In the case at hand, the complainant has nowhere even remotely placed material to show that the share certificates and the transfer deeds as claimed to have been despatched were received by the petitioners. On the contrary, the accepted case is that there was no acknowledgement received by the complainant in respect of the despatch. As indicated above, Section 114 of the Evidence Act also does not come in aid of the complainant. Additionally, neither of the petitioners, as fairly accepted by learned counsel for the complainant, belongs to the categories of persons in respect of Section 409, I. P. C. operates. It is stated that the nomenclature is not relevant. The question is whether cognizance as taken by the learned Magistrate was proper. In view of the accepted position that the petitioners do not belongs to any of the categories of persons enumerated in section 409, the issue of process, so far as the petitioners are concerned, in respect of the accusations under section 409 is indefensible. The nomenclature question recedes to the background in the absence of even a shade of material regarding entrustment. ( 13 ) SO far as Section 467, I. P. C. is concerned, it relates to forgery of valuable security or will, etc. The offence under the Section is an aggravated form of the offence described in Section 166. The forged document must be one of the categories mentioned in the Section. Forgery is defined in Section 463 and making of a false document is defined in Section 464. The offence under the Section is an aggravated form of the offence described in Section 166. The forged document must be one of the categories mentioned in the Section. Forgery is defined in Section 463 and making of a false document is defined in Section 464. Section 463 contemplates of two classes of intents and it is clear that it is not an essential quality of the fraud mentioned in the Section that it should result in or aim at the deprivation of the property. Under Section 463, making of a false document with any of the intents mentioned therein is forgery and Section 464 sets forth when a person is said to make a false document within the meaning of the I. P. C. The elements of forgery are (1) the making of a false document or part of it, (2) such making should be with intent (a) to cause damage or injury to (i) public, or (ii) any person; or (b) to support any claim or title; or (c) to cause any person to part with property; or (d) to cause any person to enter into express or implied, contract; or (e) to commit fraud or that fraud may be committed. To constitute forgery the simple making of a false document is sufficient. What is making of a false document is explained in Section 464. The word makes plays a vital role in Section 463. The making of a document, or part of a document, does not mean writing or printing it, but signing or otherwise executing it; as in legal phrase we speak of making an indenture or making a promisory note, by which is not meant the writing out of the form of the instrument, but the sealing or signing it as a deed or note. The fact that the word makes is used in the Section in conjunction with the words signst seals, or executes, or makes any mark denoting the execution, etc. seems to amplify the legislative intent that the true meaning is as above. What constitutes a false document or part of a document is not the writing of any number of words which in themselves are innocent, but affixing the seal or signature of some person to the document, or part of a document, knowing that the seal or signature is not his, and that he gave no authority to affix it. What constitutes a false document or part of a document is not the writing of any number of words which in themselves are innocent, but affixing the seal or signature of some person to the document, or part of a document, knowing that the seal or signature is not his, and that he gave no authority to affix it. In other words, the falsity consists in the document, or part of a document, being signed or sealed with the name or seal of a person who did not in fact sign or seal it. Signing or sealing of a document completes its execution. Putting a seal to a genuine signature to a document which is invalid without a seal is a forgery. Judged in the background of aforesaid analysis, the entire allegations in the complaint petition and complainants statement on oath accepted in toto do not make out offence as set in Section 467, I. P. C. ( 14 ) IN support of the plea that the alleged offence having been committed at Bombay, the Court at Bhubaneswar had no jurisdiction to deal with the matter, reliance is placed on Section 177 of the Code by the petitioners. Learned counsel for opposite party has placed reliance on subsection (4) of Section 181 to contend that the Court at Bhubaneswar has jurisdiction. Crime is in its essential nature local, and Section 177 therefore adopts common law of England that all crimes are local and justiciable only by the local Courts within whose jurisdiction they are committed. A Court has no power to try an accused for an offence committed wholly outside limits of his jurisdiction. Various Sections in Chapter XIII of the Code create several exceptions to the rule prescribed under Section 177. But these exceptions to the rule are to be reasonably and properly construed and their scope should not be enlarged on analogous considerations. If a particular act is complete offence by itself, the offence is to be enquired into and tried only by a Court within whose jurisdiction the act was committed. Sections 178 to 185 provide exceptions to this rule and provide circumstances in which an accused may be tried at a place other than the place of, commission of offence. The word used-in Section 177 is ordinarily which according to Oxford Dictionary means regular; normal; customary; usual; not exceptional. Sections 178 to 185 provide exceptions to this rule and provide circumstances in which an accused may be tried at a place other than the place of, commission of offence. The word used-in Section 177 is ordinarily which according to Oxford Dictionary means regular; normal; customary; usual; not exceptional. Ordinarily must be taken to mean except in cases provided hereinafter to the contrary. Territorial jurisdiction is a matter of convenience keeping in mind administrative point of view with respect to work of a particular Court, convenience of the accused and convenience of the witnesses. The rule laid down under Section 177 of The Code docs not therefore, go to the root of the matter and docs not make trial of an accused by a Court having no territorial jurisdiction a nullity. Rule given in Section 177 is a general one. Exception to it may be found in various Acts which make special provisions for place of trial of offence created by those Acts. Section 4 of the Code saves those special provisions and limits application of general provisions enunciated in Section 177. Section 462 of the Code cures irregular proceedings wrongly held in a wrong Court unless it appears that error as to territorial jurisdiction has in fact occasioned failure of justice. In accordance with ordinary rules of construction, special provision in Section 184 (4) is to ordinary receive effect unqualified of general provision of section 179. The accused may be prosecuted in terms of Section 184 (4) in a Court within whose jurisdiction (a) offence was committed or, (b) any part of property which is the subject to the offence was received or retained, or (c) property was required to be returned or accounted for by accused person. The three requirements under sub-section (4) are disjunctive i. e. Court at anyone of those places would have jurisdiction to try such an offence. But the question whether Bhubaneswar Court has jurisdiction is really academic in view of my conclusion that the offences as set out under Section 409 or 467 are not made out solar as the petitioners are concerned. ( 15 ) IN the aforesaid background also, the question whether company could be prosecuted for offence involving mens rea and/or compulsory punishment of imprisonment is of academic interest, and I do not find it necessary to deal with that aspect. ( 15 ) IN the aforesaid background also, the question whether company could be prosecuted for offence involving mens rea and/or compulsory punishment of imprisonment is of academic interest, and I do not find it necessary to deal with that aspect. ( 16 ) IN the ultimate result, further continuance of the proceeding in I. C. C Case No. 4 of 1994 would be sheer abuse of process of Courts, and ends of justice require that proceeding ought to be quashed. Accordingly, the proceeding is quashed so far as petitioners are concerned. The application is allowed. Petition allowed. Proceedings quashed.