- 1 - HC-KAR NC: 2025:KHC:25288 WP No. 39282 of 2019 IN THE HIGH COURT OF KARNATAKA AT BENGALURU DATED THIS THE 10TH DAY OF JULY, 2025 BEFORE THE HON'BLE MS. JUSTICE J.M.KHAZI WRIT PETITION NO. 39282 OF 2019 (GM-RES) BETWEEN: 1. MR. AMIT DABRIWALA S/O MR RAJ KUMAR DABRIWALA, AGED ABOUT 47 YEARS, GROUND FLOOR, RR HOSIERY BUILDING, SHREE LAXMI WOOLLEN MILLS ESTATE, OPP SHAKTI MILLS, MAHALAKSHMI MUMBAI, MAHARASHTRA-400011 2. MR ATUL ASHOKKUMAR RUIA S/O LATE MR ASHOKKUMAR RUIA, AGED 48 YEARS, NO.462, SENAPATI BAPAT MARG, LOWER PAREL, MUMBAI MAHARASHTRA-400013 3. MR AMIT DALAL S/O MR NALINKANT DALAL, AGED 56 YEARS, NO.462, SENAPATI BAPAT MARG, LOWER PAREL, MUMBAI MAHARASHTRA-400013 4. MR SHIVARAMAKRISHNAN SRINIVASAN IYER S/O MR SRINIVASAN IYER, AGED 53 YEARS, Digitally signed by REKHA R Location: High Court of Karnataka - 2 - HC-KAR NC: 2025:KHC:25288 WP No. 39282 of 2019 NO.462, SENAPATI BAPAT MARG, LOWER PAREL, MUMBAI, MAHARASHTRA-400013 5. MR SHISHIR ASHOK SHRIVASTAVA S/O LATE MR ALOK SHRIVASTAVA, AGED 43 YEARS, NO.462, SENAPATI BAPAT MARG, LOWER PAREL, MUMBAI MAHARASHTRA-400013 6. MR PRADUMNA KANODIA S/O MR SAJJAN KUMAR KANODIA, AGED 48 YEARS, NO.462, SENAPATI BAPAT MARG, LOWER PAREL, MUMBAI MAHARASHTRA-400013 7. MS SHEWTA PRADEEP VYAS D/O MR PRADEEP VYAS, AGED 39 YEARS, NO.462, SENAPATI BAPAT MARG, LOWER PAREL, MUMBAI MAHARASHTRA-400013 …PETITIONERS (BY SRI. ARJUN RAO, ADVOCATE) AND: 1. STATE OF KARNATAKA THROUGH SUBRAMANYANAGAR PS., BANGALORE-10 REP BY SPP - 3 - HC-KAR NC: 2025:KHC:25288 WP No. 39282 of 2019 2. MR ARUN KUMAR B S/O MR LINGE GOWDA, AGED 39 YEARS, SAID TO BE R/AT NO.2142, 14TH FLOOR, 2ND TOWER, ONE BANGALORE WEST, DR.RAJAKUMAR ROAD, RAJAJINAGAR, BENGALURU-560010 …RESPONDENTS (BY SRI.VINAY MAHADEVAIAH, HCGP FOR R1; SRI.CHINTAN CHINNAPPA, ADVOCATE FOR R2) THIS W.P IS FILED UNDER ARTICLE 226 OF THE CONSTITUTION OF INDIA PRAYING TO QUASH THE ORDER DTD.11.01.2019 IN PCR NO.15535 OF 2018 BEFORE THE LEARNED VII ADDL. CHIEF METROPOLITAN MAGISTRATE AT BENGALURU AND ALL FURTHER PROCEEDINGS EMANATING THEREFROM IN SO FAR AS THE PETITIONERS ARE CONCERNED (ANNX-A) AND ETC., THIS PETITION, COMING ON FOR DICTATING ORDERS, THIS DAY, ORDER WAS MADE THEREIN AS UNDER: CORAM: HON'BLE MS. JUSTICE J.M.KHAZI ORAL ORDER Petitioners who are arraigned as accused Nos.3, 2, 4 to 8 have filed this petition under Articles 226 of the Constitution of India r/w Section 482 of the Code of Criminal Procedure, to quash the criminal proceedings initiated against them in PCR.No.15535/2018 on the file of VII ACMM, Bengaluru, for the offences punishable under - 4 - HC-KAR NC: 2025:KHC:25288 WP No. 39282 of 2019 Sections 120B, 379 and 448 IPC and consequent FIR in Cr.No.21/2019 dated 25.01.2019 of Subramanyanagar PS. 2. In support of the petition, the petitioners have contended that the complaint, FIR and consequent criminal proceedings initiated against them are illegal, malafide, vexatious, motivated and as such liable to be quashed. Petitioner Nos.2 to 7, as per the unimpeachable records maintained by the Ministry of Corporate Affairs have no relationship whatsoever to the developer of the project Palladium Constructions. There is no incorporated entity called "Phoenix Market City", wherein petitioner Nos.2 to 7 allegedly are the Directors or the office bearers. Phoenix Mills Ltd has no connection whatsoever to the OBW Apartments. None of the petitioners including petitioner No.1 have any day-to-day control, management or involvement with the management and/or provisions of maintenance services at OBW Apartments, which are in - 5 - HC-KAR NC: 2025:KHC:25288 WP No. 39282 of 2019 fact with an external agency, colliers. Colliers is a reputed and well known agency. 2.1 Nowhere in the entire complaint, respondent No.2 ascribed any specific role to the petitioners in the alleged events. There are no specific allegations as required by law against the petitioners. Such being the case, complainant does not even allege that petitioners are involved in the day-to-day control, management or involvement with the management and/or provisions of maintenance services at OBW Apartments. Petitioners were not even in Bengaluru at the time when the alleged offence took place and there is not even whisper in the complaint suggesting that the petitioners were in Bengaluru and participated in the offence. 2.2 Even though the FIR is registered under Section 448, 379 r/w Section 120B of IPC, the complaint does not contain any of the ingredients of the said offences, so also against the petitioners. Respondent No.2 has made vague - 6 - HC-KAR NC: 2025:KHC:25288 WP No. 39282 of 2019 enquires in respect of unrelated entries and has included names of the Directors of Phoenix Mill Ltd in wholesale. Based on the composition of the Board of Directors available in Websites and named the petitioners as accused. 2.3 Palladium Constructions and Phoenix Mills Ltd are wholly different legal entities and engaged in different businesses. Therefore, it is wholly impermissible for respondent No.2 to simply arraigned the Directors of the Phoenix Mills Ltd, which is neither developer nor promoter or contractor of the project, as accused. When the company of which petitioners are the Directors is not arraigned as accused, petitioners cannot be held vicariously liable. In the light of Palladium Constructions filing complaint against respondent No.2 on 19.11.2018, as an act of revenge, he has filed a false complaint. The complaint refers to an event dated 17.11.2018, but the complaint is filed on 08.01.2019. The complaint relates to alleged right arising from an interim order in - 7 - HC-KAR NC: 2025:KHC:25288 WP No. 39282 of 2019 O.S.No.25752/2017. Neither petitioners nor Palladium Constructions or Phoenix Mills Ltd are parties to the said suit. 2.4 The impugned order is non-speaking and mechanically passed. The criminal proceedings are not sustainable against the petitioners. Under the pretext of conducting investigation, the police are daily visiting the project and causing harassment and hence, the petition. 3. On the other hand learned counsel for respondent No.2 has filed statement of objections stating that the petition is not maintainable. Petitioners have concealed several relevant material facts. Respondent No.2 has filed a complaint before the concerned police, alleging that certain agents and/or employees under the instructions of petitioners have unlawfully entered and trespassed into the residential premises of respondent No.2 at One Bengaluru West (OBW) Apartment Complex and removed and misappropriated several valuables and personal items belonging to him. Accordingly, case is - 8 - HC-KAR NC: 2025:KHC:25288 WP No. 39282 of 2019 registered. When the police started investigation, petitioners have come up with this petition and stalled the investigation by securing interim order. 3.1 Palladium Constructions Pvt. Ltd is engaged in business of real estate development and constructed residential complex One Bengaluru West (OBW). One Jeetendra Kumar purchased a flat in the said Apartment complex. Respondent No.2 entered into a tenancy with Jeetendra Kumar. Petitioner No.1 is stated to be Non- executive Director of Palladium Constructions Pvt. Ltd. On verification of the public records, it is evident that Palladium Constructions Pvt. Ltd is wholly owned subsidiary of Phoenix Mills Ltd. This fact is evident from company's own official filings. Therefore, contention of the petitioners that they are two different entities is factually incorrect. The persons who unlawfully entered the apartment of respondent No.2 are employees of the companies associated with the petitioners and are vicariously liable. - 9 - HC-KAR NC: 2025:KHC:25288 WP No. 39282 of 2019 The assertion of Palladium Constructions that it has handed over management of day-to-day affairs of the apartments to third party is a matter of investigation. The role of identifying the actual perpetrators, whether individuals or representatives of a corporate entity lies with investigating agency and pray to dismiss the petition and allow the concerned police to continue with the investigation. 4. In support of his arguments, learned counsel for respondent No.2 has relied upon the following decisions: (i) Sunil Bharti Mittal Vs. CBI (Sunil Bharti)1 (ii) Somjeet Mallick Vs. State of Jharkhand (Somjeet Mallick)2 (iii) State of Tamil Nadu Vs. Thirukkural Perumal (Thirukkural Perumal)3 (iv) Mosiruddin Munshi Vs. Mohd. Siraj (Mosiruddin Munshi)4 5. Heard arguments and perused the record. 1 (2015) 4 SCC 609 2 (2024) 10 SCC 527 3 (1995) 2 SCC 449 4 (2014) 14 SCC 29 - 10 - HC-KAR NC: 2025:KHC:25288 WP No. 39282 of 2019 6. From the material placed on record, it is evident that respondent No.2 is no other than a tenant of Flat No.2142, 14th Floor, 2nd Tower of One Bengaluru West Apartment belonging to accused No.1. It appears there is some dispute between him and the owner and therefore he filed O.S.No.25752/2017 for permanent injunction not to dispossess him except by due process of law and secured interim order. Alleging that when respondent No.2 and his family members were out of station for Deepavali festival for 15 days, taking undue advantage of the situation, respondent No.2 and his associates have opened the door of the flat and removed all his belongings including documents and jewellery. After coming to know about the same, respondent No.2 returned and filed complaint before the concerned police. 7. When they refused to register the case, he filed the private complaint. On reference by the trial Court, it is registered in Cr.No.21/2019 and investigation is taken up. Admittedly, petitioners who are residents of Mumbai were - 11 - HC-KAR NC: 2025:KHC:25288 WP No. 39282 of 2019 not physically present, when the alleged incident took place. In fact complainant is not an eye witness and in the complaint, he has not cited any witnesses who have seen the incident and whom he want to examine. 8. Even though in the private complaint, the respondent No.2 has alleged that when he went to the police station to file complaint, the concerned police did not receive it on the ground that it is civil dispute, the respondent No.2 has not produced the copy of the said complaint. Admittedly, he has not approached the higher police officers with a complaint for a direction to the concerned police to register the case. Consequently, he has not produced copy of such complaint to the higher police officers and postal acknowledgement as required in Priyanka Srivastava Vs. State of U.P (Priyanka Srivastava)5. 9. Along with the complaint, the respondent No.2 has also not filed affidavit stating that the contents of the 5 (2015) 6 SCC 287 - 12 - HC-KAR NC: 2025:KHC:25288 WP No. 39282 of 2019 complaint are true so as to bind himself in case it is found to be false. Having regard to the nature of the allegations made, no action could be taken against the petitioners who are not physically present and the company in respect of whom they are sought to be vicariously held responsible is not party to the complaint and petitioners are not the Directors or officers responsible for the day-to-day conduct of business. 10. In Ravindranatha Bajpe Vs. Mangalure Special Economic Zone Limited and Ors. (Ravindranatha Bajpe)6 the Hon'ble Supreme Court held that as per Cardinal Principle of Criminal Jurisprudence, there cannot be vicarious liability unless the statute specifically provides so. Hence, when the company is not offender, vicarious liability of the Directors cannot be imputed automatically in the absence of any statutory provision to this effect. Penal code also held to have no provision for attaching vicarious liability on the part of the Managing Director or the 6 (2022) 15 SCC 430 - 13 - HC-KAR NC: 2025:KHC:25288 WP No. 39282 of 2019 Directors of the company when the accused is the company. When the company is not a party, officials cannot be held vicariously liable, unless, there found specific allegations and averments against them with respect to their individual role. 11. In the complaint, respondent No.2 is claiming that the apartments in question is constructed by M/s Pheonix Market City. However, petitioners are disputing the said fact and at this stage there are no material to prove the same. Merely because the petitioners are said to be Directors of the company which allegedly constructed the apartments in question, they cannot be held liable for theft or other offence that has allegedly taken place in the apartment where respondent No.2 is a tenant. It appears in order to pressurize the petitioners, unnecessarily they have been named as accused in the FIR. In the above facts and circumstances, the decisions relied upon by respondent No.2 are not applicable to the case on hand. - 14 - HC-KAR NC: 2025:KHC:25288 WP No. 39282 of 2019 12. The dispute is between respondent No.2 accused No.1, who is the owner of the flat. The respondent No.2 is at liberty to proceed against him and establish the allegations. If during the investigation, the concerned police come across physical involvement of any other person, they are at liberty to proceed against them. Therefore, continuation of criminal proceedings would amount to abuse of the process of the Court and as such it is liable to be quashed and accordingly, the following: ORDER (i) Petition filed by accused Nos.3, 2 and 4 to 8 under Article 226 of the Constitution of India r/w Section 482 of Cr.P.C, is hereby allowed. (ii) The criminal proceedings initiated against petitioners/accused Nos.3, 2, 4 to 8 in PCR.No.15535/2018 on the file of VII ACMM, Bengaluru, for the offences punishable under Sections 120B, 379 and - 15 - HC-KAR NC: 2025:KHC:25288 WP No. 39282 of 2019 448 IPC and consequent FIR in Cr.No.21/2019 dated 25.01.2019 of Subramanyanagar PS, is hereby quashed. (iii) The Registry is directed to send a copy of this order to the trial Court through e-mail. Sd/- (J.M.KHAZI) JUDGE RR List No.: 1 Sl No.: 56