JUDGMENT 1. - These three petitions are to be decided together, Ajay Chaturvedi, Anil Patodia, Dinesh Nandwana and Jyoti Nandwana have filed petition No. 864/2000 to quash FIR No. 434/2000 registered at Police Station Vigyan Nagar, Kota on 19.9.2000; while Ajay Chaturvedi, Anil Patodia and Dinesh Nandwana have filed petition No. 737/2000 to quash FIR No. 315/2000 registered at Police Station Vigyan Nagar, Kota on 1.7.2000; and Dinesh Nandwana also separately filed petition No. 865/2000 to quash FIR No. 315/2000 registered at Police Station Vigyan Nagar, Kota. 2. I have heard learned Counsel for all the parties i.e. petitioners, complainant and learned Public Prosecutor.In FIR No. 434/2000 registered on the basis of complaint, it is alleged that Smt. Jyoti Jhamnani applied for one lac shares at the rate of Rs. 10/- per share in March, 1994 for a company Vikranjee Investment Limited at the behest of Chandra Prakash Nandwana. The promoter quota shares had to have a locking period of five years and as such the same could be transferred to her on 20.3.1999. She further asserted in the report that 10 share certificates each of 10000 shares was made available to her and these were made available on 26.10.1999 to petitioner No. 1 Ajay Chaturvedi at Mumbai. The necessary steps were not taken by the petitioners in the matter, therefore, the first information report was lodged at Kota which is challenged on the ground that Kota had no jurisdiction and consequently no offence is made out from the first information report and that if it is made out, it is under some special Acts and not under Indian Penal Code. 3. In FIR No. 315/2000, the facts are stated that Shyam Sunder Arora filed a complaint in the court of Additional Chief Judicial Magistrate No. 1, Kota in respect of an event which took place on 10.3.1994. The complaint was preferred after nearly six years. The substance of the complaint was that he applied for one lac shares at the rate of Rs. 10/-per share in March, 1994 for a company Vikranjee Investment Limited at the behest of Chandra Prakash Nandwana. As per the complaint, the promoter quota shares had to have a locking period of five years and as such the same could to transferred to the complainant on 20.3.1999. 10/-per share in March, 1994 for a company Vikranjee Investment Limited at the behest of Chandra Prakash Nandwana. As per the complaint, the promoter quota shares had to have a locking period of five years and as such the same could to transferred to the complainant on 20.3.1999. The complainant further asserted that 10 share certificates each of 10000 shares was made available to him on 26.10.1999 to petitioner No. 1 at Mumbai. No necessary steps were taken by the petitioners in the matter. 4. Learned Counsel for the petitioners submitted that courts or for that matter police station of Kota had no jurisdiction as the whole transaction took place at Mumbai. It has been submitted with regard to FIR No. 315/2000 that the grievance of the complainant was that the shares are standing in his name and the holding was not in joint names. According to the learned Counsel, all transactions of the two first information reports pertained to the aforesaid including the filing of return of allotment in 1994 transpired wholly at Mumbai and no part of the transaction took place in the State of Rajasthan. The complainant has asserted that 10 shares certificates each of 10000 shares was handed over to the company at Mumbai. Thus, in this relation also no part of the transaction took place in Rajasthan. It has been also submitted that the grievance of the complainant as a matter of fact is subject to Securities and Exchange Board of India Act, 1992 and Companies Act, 1956 which can be agitated in the court at Mumbai. It has been submitted that the learned Additional Chief Judicial Magistrate No. 1, Kota erred in forwarding the complaint to the police under Section 156(3) of the Code of Criminal Procedure as he had no jurisdiction as the crime whatsoever it was, was committed at Mumbai and not at Kota. 5. In relation to FIR No. 434/2000, it has been submitted that the offence is said to have been committed in the year 1994 when in this case also the grievance of the complainant is that the shares are standing in her name only and the holding of shares is not in joint names. All transactions pertaining to the aforesaid including filing of return of allotment in 1994 transpired wholly at Mumbai and no part of the transaction took place in State of Rajasthan. All transactions pertaining to the aforesaid including filing of return of allotment in 1994 transpired wholly at Mumbai and no part of the transaction took place in State of Rajasthan. Thus, the investigation of the aforesaid is without jurisdiction. According to the petitioners' counsel, the grievance of the complainant as a matter of fact is subject to the Securities and Exchange Board of India Act, 1992 and Companies Act, 1956 and the matter in relation to an offence under the aforesaid Acts can be agitated in the courts at Mumbai. In this case also, a complaint was filed before the learned Additional Chief Judicial Magistrate No. 1, Kota who forwarded the same under Section 156(3) of the Code of Criminal Procedure. It has been submitted that the learned Additional Chief Judicial Magistrate had no jurisdiction as the offence is said to have committed at Mumbai. 6. I have gone through the entire investigation papers and I find that in both the first information reports that both the information applied in the year 1994 in promoter quota for one lac shares of Vikranjee Investment Limited. The share certificates were duly issued-by the company and were received by them. It is mentioned in the prospectus that promoter quota shares will have five years locking period and the last date was 20.3.1999. In both the first information reports, the consultant was Pawan Kumar Lalpuriya who carried the share certificates at Mumbai on 26.10.1999 and handed over to the company after obtaining a receipt. As per allegations in the first information reports they were then submitted to secure splitting and consequential sale. In the communication dated 25.4.2000 it was given out by the company that no application for splitting of shares was pending with it and that the shares were in the joint holding with Shri Dinesh Nandwana. The grievance of the informant- complainant was the issue of splitting of shares which is within the ambit of Companies Act, 1956 and SEBI Act, 1992. It is also found that in response to the written complaints sent by informant-complainant to SEBI at Mumbai Stock Exchange, the Mumbai Stock Exchange sent a communication dated 26.7.2000 which is a part of the record and in which he had advised to take appropriate steps before appropriate authorities. It is also found that in response to the written complaints sent by informant-complainant to SEBI at Mumbai Stock Exchange, the Mumbai Stock Exchange sent a communication dated 26.7.2000 which is a part of the record and in which he had advised to take appropriate steps before appropriate authorities. The company filed a return in Form No. 2 before the Registrar of Companies which shows the shares in question in the joint holding of Shri Dinesh Nandwana. It has been submitted that the offence of non- splitting of shares is punishable under the Companies Act and by virtue of Section 624 of the Act is a non- cognizable offence. It has been submitted by Mr. Dhankar that in view of State of Haryana and Ors. v. Bhajan Lal and Ors. 1992 Supp. (1) SCC 335, FIRs deserve to be quashed. 7. On the other hand, learned Counsel for the complainant and learned Public Prosecutor submitted that various offences are made out and that the offences were committed at Kota and that the first information reports should not be quashed. They submitted that the first information report can be quashed in very exceptional circumstances in view of the various judgments of the Supreme Court and these are not such cases in which the first information reports should be quashed. 8. The basic law about the jurisdiction of the criminal courts is found in Chapter XIII of the Code of Criminal Procedure. Section 177 provides that every offence shall ordinarily be inquired into and tried by a court within whose local jurisdiction it was committed. Section 173(8) provides some exceptions when there is uncertainty and Section 179 provides that when an act is an offence by reason of anything which has been done and of a consequence which has ensured, the offence may be inquired into or tried by a court within those local jurisdiction such thing has been done or such consequence has ensued. The Supreme Court in H.V. Jayaram v. Industrial Credit & Investment Corporation of India Ltd. and Ors. (2002) 2 SCC 202 that default in delivery of share certificates within prescribed limit is an offence under the Companies Act, 1956 and complaint for the offence under Section 113(2) of the Companies Act can be filed only where registered office of the company is situated as the cause of action would arise there and hot where complainant is residing. (2002) 2 SCC 202 that default in delivery of share certificates within prescribed limit is an offence under the Companies Act, 1956 and complaint for the offence under Section 113(2) of the Companies Act can be filed only where registered office of the company is situated as the cause of action would arise there and hot where complainant is residing. In Upendra Kumar Joshi v. Manik Lal Chatterjee and Ors. Company Cases 1982 page 177, the Patna High Court held that non-receipt of warrant by shareholder is not a criterion to decide situs of offence or jurisdiction of court and when the offence relates to past dividend warrants, the offence is committed at the place where the office the of the company is situated. Rajasthan High Court in Indian Petro Chemicals Corporation Ltd. and Anr. v. State of Raj. & Smt. Kanta Devi Agrawal, etc. RLR 2000(2) 665 held that when offence under Sections 113(2) and 116 of the Companies Act was committed, the jurisdiction of the court to entertain such a complaint would be the place where the company's registered office is situated. In this case, the company's registered office was situated at Vadodra and the complaint was filed before the Special Magistrate (Economic Offences) Rajasthan, Jaipur. The order taking cognizance was quashed. 9. It was also submitted that the matter was of a civil nature but it does not appear so in view of the provisions of the Companies Act as the total grievance is confined to the issue of splitting shares which is the ambit of the Companies Act and SEBI Act. Learned Public Prosecutor assisted by the learned Counsel for the complainant submitted that the Jambo share certificates were delivered at Kota which were later on taken away with assurance to provide split shares again at Kota. Therefore, the FIR or complaint lodged at Kota cannot be quashed on the ground of jurisdiction particularly when the investigation was in progress. It was submitted that shares cannot be allotted without any application and no such copy of such application has been produced to show that the shares were joint or individual. The conduct of the petitioners, therefore, establish their intention to defraud and suppress the true facts and in such a case, the first information reports registered at Kota should not be quashed. 10. A number of authorities have been cited by both the sides. The conduct of the petitioners, therefore, establish their intention to defraud and suppress the true facts and in such a case, the first information reports registered at Kota should not be quashed. 10. A number of authorities have been cited by both the sides. After having gone through the relevant papers in this case and the judgment of the Rajasthan High Court in Indian Petro Chemicals Corporation Ltd. and Anr. v. State of Rajasthan & Smt. Kanta Devi Agrawal, etc. (supra), I am satisfied that firstly the offences related to Companies Act and secondly no part of offence took place at Kota where complaints were filed as per the averments in the complaints themselves. No substantial thing was to be done at Kota and the shares were to be splitted at Mumbai. Therefore, in my view, the courts at Kota had no jurisdiction. Consequently, the police at Kota was investigating the cases without jurisdiction. In my view, pendency of such first information reports which have been registered on the basis of the complaints from which it is not made out that offences under Sections 420, 406, 474, 477, 477-A, 467 & 468-A Indian Penal Code are made out and it appears that if any offences are made out, they are under the Companies Act and SEBI Act over which the courts at Mumbai have jurisdiction. I am of the view that continuance of investigation of such cases will amount to abuse of process of law as no offence is appears to have been committed within the jurisdiction of courts at Kota. Consequently, the petitions should be allowed. 11. Consequently, these petition are allowed and first information report Nos. 434/2000 & 315/2000 are hereby quashed.Petition allowed. *******