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17. There is no dispute about the fact that the company is a juristic person and can be sued and can sue also. It can be an accused also. Section 305 of the Cr.P.C clearly lays down that when a company is an accused, it has to be made as an accused through its CMD or a Company Secretary or Chief Executive Officer but nevertheless the accused remains the company and not the CMD in its individual capacity. While as in the instant case, the respondent/complainant has sought to prosecute the CMD of both these companies as individuals as if they are vicariously liable for the acts of the company. This cannot be permitted to be done. The Supreme Court in Maksud Saiyed's case (supra) has reiterated this very point that unless and until there is a specific provision in the statute which fastens vicarious liability on the principle officer of the company, he cannot be held liable and admittedly, under the IPC, there is no provision which would make the CMD or a principle officer of a company vicariously liable for an offence of cheating, breach of trust, forgery or using forged documents as genuine. Therefore, on this point, the complaint of the respondent/complainant deserves to be quashed.

19. The respondent/complainant in the complaint has used the words 'cheating, forgery, using forged documents as genuine or criminal misappropriation'. Essentially, if one goes through the entire complaint, the grievance is regarding non-timely transfer of shares and some of the shares having been informed to the respondent/complainant as being 'forged and fake'. This, at best, constitutes a civil dispute between the beneficiary and the service provider, namely, M/s. Karvy Consultants Ltd. and the petitioner. This civil dispute could not be converted into a criminal dispute with a view to put pressure on other side. The Supreme Court has noted in a number of cases that in the present times, there is a greater tendency of the parties to convert civil dispute into criminal dispute because of the feeling that if a civil dispute is converted into a criminal dispute, a quicker relief will be obtained by the parties. Reliance in this regard is placed on a case titled Inder Mohan Goswami & Anr. Vs. State of Uttaranchal & Ors.; AIR 2008 SC 251 and Indian Oil Corporation Vs. NEPC India Ltd. & Ors.; AIR 2006 SC 2780. This is precisely the intention in the instant case also where a civil dispute is sought to be converted into a criminal dispute. This is a gross abuse of the process of law and this cannot be permitted to be done. Therefore, on this score also, the respondent's complaint deserves to be quashed.

C. Ingredients of Section 468 IPC :-

To prove offence under this Section, the prosecution must prove :
(i) that the document is a forgery;
(ii) that the accused forged the document;
(iii) that he did as above intending that the forged document would be used for the purpose of cheating.

D. Ingredients of Section 471 IPC :-

Under this Section there must be -
(i) Fraudulent or dishonest use of a document as genuine.

22. Similarly, with regard to cheating, there has been absolutely no representation on the part of the petitioner or Pradeep Vakil to the respondent/complainant. It is the respondent/complainant who had purchased the shares of M/s. Vatsa Corporation Ltd. of his own and then applied for transfer of the same to the service provider, that is, M/s. Karvy Consultants Ltd. of which the present petitioner happens to be the CMD. Similarly, when 2500 share certificates are not transferred by the petitioner in favour of the respondent/complainant on the plea that they are 'forged and fake' share certificates, then merely because this communication has been sent by M/s. Karvy Consultants Ltd. to the respondent/complainant that it is the CMD of M/s. Vatsa Corporation Ltd. who has forged these certificates, it cannot be assumed that the offence of forgery has been committed, therefore, prima facie unless and until the ingredients of these offences are not satisfied, a person ought not to have been summoned as an accused, while as in the instant case, the learned Magistrate, without any application of mind and in a most casual manner, has ordered summoning of the present petitioners in a very serious offence of cheating, breach of trust, forgery and using forged documents as genuine.