Criminal Complaint of Company without authorised Board Resolution – Illegal
Order dated 21.8.2026 of the High Court of Bombay in Criminal Application No.1686 of 2019 of Nilesh Suryakant Jangam VS. State of Maharashtra and another.
FIR for offences under Sections 420 & 406 of IPC with Sections 63 & 63B of the Copyrights Act and Section 66 of the Information Technology Act, 2000, was registered against the applicant.
The applicant original accused no.4 was employee design manager of the accused no.1 company in 2008 – 2009. It is alleged that the accused no.1used source codes of the complainant in an unauthorised manner
Complainant lacks authority to file the present complaint because in his own statement he describes himself as vice-president in Brainvisa company, however it is nowhere mentioned in complaint that it is filed on behalf of Brainvisa company. He would submit that Complainant has not produced any authorization or resolution duly passed by the Brainvisa company. In support of his argument that Applicant be acquitted on the ground that complaint was filed by Complainant without any authorization of the company, he would refer to and rely upon the decision of this Court given at the Goa Bench in the case of Ashok Bampto Pagui Vs. Agencia Real Canacona & Anr.3 wherein it held that an individual director has no power to act on behalf of the company except as such that may be delegated to him by the board of directors or given to him by the Articles of Association of the company.
It is seen that Applicant is an ex-employee of Complainant’s company. Prima facie, it is seen that JMFC, Pune has taken cognizance of the complaint without establishing the fact as to whether there existed any agreement between Complainant’s company and Applicant in order to hold Applicant liable for copyright infringement. It is seen that it is not in dispute that complaint was filed by one Mr. Agarwal claiming to be vice-president of Brainvisa company. It is seen that JMFC, Pune erred in not appreciating that complaint which ought to have been filed on behalf of the company or its directors through authorized resolution, was filed by Complainant in his individual authority.
It is seen that Additional Sessions Judge, Pune erred in not appreciating that merely finding alleged content in a public folder of Applicant does not amount to his involvement in commission of crime. Hence, the order dated 18.03.2019 is liable to be set aside because no reason has been given therein while coming to the conclusion that there is prima facie case against the Applicant. On perusal of record of the case, it is seen that in absence of material on record to make out a 7 of 8 41.APL.1686.2019.doc case against the Applicant, present matter has been pending since 2009 and charges are not yet framed. Therefore, prima facie there is no material at all placed by prosecution even to suggest that the Applicant committed any of the alleged offenses which he is charged with.
