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3. During August-September, 1969, one Mr. N. H. Iyer, an officer of the Company Law Board, inspected the books of accounts of the Express Newspapers Private Ltd., Madras, and the Indian Express (Madurai) Private Ltd., under Section 209(4) of the Companies Act. He is said to have examined all the ledgers, excepting one volume which was not available and perused the minutes book kept by the company and also the accounts of brokers who had commercial dealings with the company and had visited the registered office of the Indian Express (Madurai) Private Ltd., inspected the investments and the ledger accounts pertaining thereto and took relevant copies of accounts and extracts therefrom. Subsequently about a year later, between August 14, 1970, and August 21, 1970, one Mr. Puri, an officer authorised to act under Section 209 of the Companies Act of 1956, inspected the records of the Andhra Prabha Ltd. at Vijayawada, including the minutes book, bank files, accounts, etc. On September 19, 1970, Mr. Puri submitted an elaborate inspection report under Section 209(4) of the Companies Act in respect of M/s. Andhra Prabha Ltd., Vijayawada. In his report Mr, Puri had stated that during the course of his inspection he noticed certain transactions carried out by the company which were very shady in character and questionable. He felt that there was a fictitious transaction of purchase of Indian printing paper booked in 1967-68 and consequent inflation of stock of newsprint of the company with intent to defraud the Punjab National Bank on the one hand and with a view to camouflage the heavy debit in the account of and due from M/s. Gopikishan Ramkishan in the books of M/s. Express Newspapers Private Ltd., at the time of their annual closing of accounts as at March 31, 1968, on the other hand, and a fictitious loan to M/s. Radhakrishna Dahnia & Co., the firm of share-brokers, and false statements had been made to the Indian Bank Ltd. for procuring overdraft facility against pledge of shares and misappropriation of shares in the Indian Iron and Steel Company and there were also instances of suppression of facts and of otherwise incorrect statements in the audited balance-sheet and profit and loss account of the company with intent to defraud the public. In those circumstances, Mr. Puri concluded his report by saying that in view of the several transactions involving intent to defraud which had come to his notice during the course of his inspection, it was felt that a thorough investigation into the affairs of that company and its sister companies would be much more revealing and that the transactions quoted in the report satisfied the requirements of Section 237(b) of the Companies Act for ordering an investigation. After considering that report, the Company Law Board, instead of ordering an investigation under Section 237(b) of the Companies Act, preferred on April 2, 1971, a complaint to the Director of the Central Bureau of Investigation and that complaint was registered on April 19, 1971, by the Central Bureau of Investigation for offences under Sections 120-B, 420 and 477A of the Indian Penal Code. On June 7, 1971, on the application of Sri Charanjiv Lall, Deputy Superindent of Police, CBI/SPE/STU, North Block, New Delhi, camping at Madras, praying for the issue of search warrants under Section 96, Criminal Procedure Code, for searching various places including the office of Andhra Prabha Private Ltd., Express Estates, Mount Road, Madras, the office of M/s. Express Newspapers Private Ltd., Express Estates, Mount Road, Madras, the office of M/s. Express Newspapers (Bombay) Private Ltd., at Express Estates, Mount Road, Madras, and the office of the Indian Express (Madurai) Private Ltd., at the Express Estates, Mount Road, Madras, the Chief Presidency Magistrate of Madras, who is the first respondent in Writ Appeals Nos. 554/71, 69/72 and 70/72, after perusing the application for the issue of the warrants which contained also the list of documents to be seized from the various premises, and after examining on oath, Sri Charanjiv Lall, issued search warrants as required ; and under those search warrants the Central Bureau of Investigation simultaneously conducted searches of various premises on June 8, 1971, and June 9, 1971, and seized certain records handed over by the appellants. Thereupon, the Indian Express (Madurai) Private Ltd., the Express Newspapers Private Ltd. and the Andhra Prabha Ltd., along with Mr. R. N. Goenka who was connected with those companies in the capacity of managing director, director or shareholder, filed on June 18, 1971, Writ Petitions Nos. 1916 to 1918 of 1971 for the issue of writs of certiorari to quash the aforesaid search warrants and subsequently on July 26, 1971, they filed Writ Petitions Nos. 2394 to 2396 of 1971 for the issue of writs of mandamus directing the Company Law Board to withdraw the complaint which they had laid before the Central Bureau of Investigation on April 2, 1971.

8. The learned Additional Solicitor-General appearing on behalf of the Company Law Board has, however, urged before us that Section 5(1) of the Code of Criminal Procedure is not subject to or controlled by any other law and all offences under the Indian Penal Code have to be investigated into and tried only under the provisions of the Code of Criminal Procedure and there is also no explicit provision in the Companies Act that offences under the Indian Penal Code in relation to companies shall be investigated only under the provisions of the Companies Act and there is also no provision in the Companies Act relating to laying of information to the police and as such the laying of the complaint to the Central Bureau of Investigation by the Company Law Board was within the competence of the Company Law Board and was in accordance with law. He has pointed out that there is a vital difference between laying of the information before the police by the Company Law Board, followed by an investigation under the Criminal Procedure Code and an investigation into the affairs of a company by the Company Law Board under the provisions of the Companies Act followed by a prosecution under Section 242 of the Companies Act and has argued that the scope of the aforesaid two procedures are different and, in the circumstances of this case, if thought fit, the Company Law Board was well within its right in laying the information before the police and the police who have not only a statutory right, but are also statutorily bound, to investigate into the information so received, have rightly carried on the investigation under the provisions of the Code of Criminal Procedure and the issue of the search warrants by the learned Chief Presidency Magistrate, on the facts placed before him by means of the application filed by Mr. Charanjiv Lall and by his statement on oath before the learned Chief Presidency Magistrate, and after applying his mind to those facts and on being satisfied, is in accordance with law. He has futher argued that there is nothing in the Companies Act to indicate that Section 5(1) of the Code of Criminal Procedure would be applicable to all offences committed in relation to the affairs of a company, nor is there anything in the Companies Act to indicate that the Central Government is prevented from laying a First Information Report, if an offence is disclosed on the report of an inspection made under Section 209(4) of the Companies Act or otherwise and there is no obligation cast on the Company Law Board to follow the procedure starting with an inspection under Section 209(4) of the Act and ending with the inspector's report under Section 241 of the Act and that in fact there is no obligation cast on the Company Law Board to order an investigation under Section 235 of the Act, after an inspection under Section 209(4) of the Act and actually there is no link between an inspection under Section 209(4) and an investigation under Section 235 and that Section 242 of the Companies Act is merely an enabling provision and it does not restrict or control either complaints filed by third persons or the power of the police to investigate under the provisions of the Code of Criminal Procedure. He has further argued that assuming that Section 242 of the Companies Act is exhaustive of the subject with which it deals, the subject so dealt with is prosecution for criminal offences disclosed in an inspection report of an investigating officer under Section 235 or 237 of the Companies Act and it does not control or affect or provide for the laying of information before the police in respect of cognizable offences under the Indian Penal Code disclosed as a result of an inspection under Section 209(b) of the Companies Act or otherwise. He has lastly urged that executive action taken under valid provisions cannot be violative of Article 14 of the Constitution of India, especially when neither Section 242 of the Companies Act nor the provisions of the Code of Criminal Procedure are contended to be violative of Article 14 of the Constitution of India.

16. It is contended by Mr. Nambiar on behalf of the appellants that by reason of the incorporation of the above provisions, recourse to the laying of information before the police for their investigating under the provisions of the Code of Criminal Procedure into offences under the Indian Penal Code appearing to have been committed in relation to the affairs of the company is impliedly barred and the Company Law Board is bound to carry on investigation under the aforesaid provisions of the Companies Act and, eventually, under Section 242, prosecute the person against whom offences have been disclosed as a result of such inspection or investigation by an inspector made under the provisions referred to above. But, then, it should be noted that even assuming that Section 242 of the Companies Act is exhaustive of the subject with which it deals, that is, prosecution for criminal offences disclosed on a report of an investigation made under Section 235 or 237, there is no provision in regard to the laying of information before the police for the police to investigate under the provisions of the Code of Criminal Procedure where cognizable offences under the Indian Penal Code are disclosed on an inspection under Section 209(4) of the Companies Act and as such in our view Section 242 of the Act does not control or affect the laying of information before the police in respect of cognizable offences under the Indian Penal Code disclosed as a result of an inspection under Section 209(4) of the Act or otherwise. Section 242 is the culmination of an investigation started under Section 235 or 237 of the Act. Where no such investigation has been started under Section 235 or 237, there is no question of Section 242 coming into operation. Now, in the case before us, no investigation under Section 237 had been started. It was only as a result of a report of an inspection made under Section 209(4) by Mr. Puri that the Central Government laid the information before the police for investigation under the provisions of the Code of Criminal Procedure in regard to the cognizable offences under the Indian Penal Code which there were grounds to believe had been committed in relation to the affairs of the company. It may be noted that there is no provision for a report to be sent on an inspection of the books of account, etc., of the company made under Section 209(4). The report made by Mr. Puri after his inspection of the accounts, etc., under Section 209(4) is, therefore, only an administrative report to apprise the Central Government of the state of affairs of the company. Mr. Puri, no doubt, recommended investigation under Section 237 ; but the Central Government thought it fit and expedient to lay information before the police so that the police may investigate under the provisions of the Code of Criminal Procedure inasmuch as cognizable offences under the Indian Penal Code were disclosed, presumably because such an investigation by the police under the provisions of the Code of Criminal Procedure would be more effective. We can see nothing in the provisions of the Companies Act which would even by implication bar a recourse to the laying of the information before the police for the purpose of investigation and action under the Code of Criminal Procedure when there are reasonable grounds for believing that cognizable offences under the Indian Penal Code had been committed in relation to the affairs of the company. It cannot be said that the Companies Act is exhaustive even in the matter of investigation into cognizable offences under the Indian Penal Code committed in relation to the affairs of a company. In fact, the Act does not touch that aspect at all.

18. But, then, we are of the opinion that the laying of information before the police by the Company Law Board on a perusal of the inspection report under Section 209(4) of the Companies Act is necessarily and properly required for carrying into effect the purpose of the information of the Board and may be fairly regarded as incidental to or consequential upon those things which the legislature has authorised. We do not think that the laying of information before the police in this case contravenes the principles in Taylor v. Taylor, [1876] 1 Ch. D. 426 (Ch. D.) that where power is given to do a thing in a certain way the thing must be done in that way or not at all and that the other methods of performance are necessarily forbidden. It has been recognised in Rohtas Industries Ltd. v. S. D. Agarwal, that the power conferred on the Central Government under Section 235 as well as under Section 237(b) is a discretionary power. Consequently, it is left to the Central Government to refrain from ordering an investigation into the affairs of a company under Section 237(b). Only if it chooses to order an investigation under Section 237(b) then that investigation would culminate in action being taken under Section 242. There is nothing in the Companies Act which would either expressly or impliedly prohibit the Central Government from laying information to the police in lieu of ordering an investigation under Section 237(b). Mr. Nambiar admitted that there is no express prohibition regarding investigation by police; but he contended that according to the principles of interpretation of statues there is an implied prohibition. We are unable to see any such implied prohibition on an interpretation of the relevant provisions of the Companies Act.