1 mst IN THE HIGH COURT OF JUDICATURE AT BOMBAY CRIMINAL APPELLATE JURISDICTION CRIMINAL APPLICATION NO.1305 OF 2011 Harinarayan G. Bajaj Applicant versus State of Maharashtra and another Respondents Ms.Sonal i/by Vivek Sharma for applicant. Mr.I.A.Bagaria for respondent no.2. Mr.D.R.More, APP for State. CORAM : RANJIT MORE, J. DATE : 21st December 2011 PC : 1. Rule. Rule made returnable forthwith. Heard finally by consent of the parties. 2. Learned Additional Chief Metropolitan Magistrate, Girgaum, Mumbai in CC No.19/S/2003 vide order dated 21st September 2011 discharged respondent no.2 under section 245(1) of the Code of Criminal Procedure. This order is confirmed by the Sessions Court in Revision application No.939 of 2011 vide order dated 11th November 2011. Therefore, present application under section 482 of the Code is filed. 3. The applicant is the original complainant who filed the complaint in the year 1998. The complaint was filed against four directors of M/s.Creative Outerwear Limited, a public limited company registered under the provision of Companies Act. The company was not made accused. M/s.Creative Outerwear Limited was merged in M/s.Creative Garments Pvt.Ltd. (respondent no.2 herein) by virtue of Scheme of Amalgamation sanctioned by this Court vide order dated 28th October 2 2006. Clause-4 of the amalgamation scheme reads as under :- "4. All legal and other proceedings by or against the transferor company, if any, pending on the transfer date and relating to said undertaking, its assets, its liabilities, obligations, rights, duties and covenant shall be continued and enforced by or against the transferee company, as effectively in the same manner and to the same extent as would or might have been continued and enforced by or against the transferor company as if same has been instituted, and/or pending by or against the transferee company." In the year 2007, at the instance of complainant in an Application under section 319 of the Code, the respondent no.2 was made accused no.5. Before framing charge evidence was adduced by the complainant. Respondent no.2 also filed application for discharge. The learned Magistrate relying upon the above mentioned clause-4 of the amalgamation scheme concluded that the original company namely Creative Outerwear Limited has died its natural death and therefore ceased to be corporate entity due to amalgamation proceedings. So far as respondent no.2 is concerned, on the date of amalgamation, admittedly neither any civil nor any criminal proceeding was pending against Creative Outerwear Limited. 4. In this view of the matter, the respondent no.2 was rightly discharged by the Trial Court. I do not find any error in the impugned order to interfere in my jurisdiction under section 482 of the Code. Rule is discharged. Accordingly, the Criminal Application is rejected. (RANJIT MORE, J.)