Karnataka High Court
S. Sridhar vs State Of Karnataka on 20 March, 2024
Author: Suraj Govindaraj
Bench: Suraj Govindaraj
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NC: 2024:KHC:11999
CRL.P No. 3098 of 2017
IN THE HIGH COURT OF KARNATAKA AT BENGALURU
DATED THIS THE 20TH DAY OF MARCH, 2024
BEFORE
THE HON'BLE MR JUSTICE SURAJ GOVINDARAJ
CRIMINAL PETITION NO. 3098 OF 2017
BETWEEN:
1. S. SRIDHAR,
S/O LATE K. SOMASHEKAR,
AGED ABOUT 38 YEARS,
ADDRESS: 994/A, 4TH CROSS,
BANASHANKARI 1ST STAGE,
ASHOKNAGAR, BANGALORE - 560 050.
2. CHAKRAPANI VENKATESH RAO,
S/O LATE CHAKRAPANI,
AGED ABOUT 75 YEARS,
OCCUPATION: COMPANY SECRETARY,
R/O DVG, BASAVANAGUDI,
BENGALURU - 560 004.
...PETITIONERS
(BY SRI. C.H. JADHAV, SENIOR COUNSEL FOR;
SRI. CHETHAN JADHAV, ADVOCATE)
Digitally signed AND:
by
NARAYANAPPA
LAKSHMAMMA 1. STATE OF KARNATAKA
Location: HIGH BY BASAVANAGUDI POLICE STATION,
COURT OF BENGALURU DISTRICT,
KARNATAKA
REPRESENTED BY STATE PUBLIC PROSECUTOR,
HIGH COURT BUILDING,
BANGALORE - 560 001.
2. SHRI. RAJU R,
S/O SHRI. RANGADHAMAIAH,
NO.12/1, 2ND FLOOR,
SURVEYOR STREET,
BASAVANAGUDI,
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NC: 2024:KHC:11999
CRL.P No. 3098 of 2017
BANGALORE - 560 004.
...RESPONDENTS
(BY SRI. CHENNAPPA ERAPPA, HCGP FOR R1;
SMT. GANGA BAI, V, ADVOCATE FOR
SRI. VIVEKANANDA, ADVOCATE FOR R2)
THIS CRL.P IS FILED U/S.482 OF CR.P.C PRAYING TO QUASH
THE FIR AGAINST THE PETITIONER IN CR.NO.55/2016 BEFORE THE
BASAVANAGUDI POLICE STATION, (AND ON THE FILE OF IV
ADDL.C.M.M., BANGALORE) FOR THE OFFENCE P/U/S 406, 420, 465,
468, 471 R/W 34 OF IPC AND ALLOW THIS CRL.P.
THIS PETITION, COMING ON FOR ORDERS, THIS DAY, THE
COURT MADE THE FOLLOWING:
ORDER
1. The petitioners are before this Court seeking for the following releifs:
(a) Call for the relevant records;
(b) Allow this Criminal Petition by quashing the First
Information Report against the Petitioner in Crime No. 55/2016, before the Basavanagudi Police Station, (and on the file of the 4th Addl. CMM Court, Bengaluru), for the offences punishable under Sections 406, 420, 465, 468, 471 r/w 34 of I.P.C.,
2. Respondent No.2 lodged a FIR on 10.03.2016 with the Basavagudi Police Station which came to be registered as Crime No.55/2016 for the alleged offences punishable under Sections 406, 420, 468, 471 read with Section 34 of IPC.
3. The essential allegation made in the said first information is that respondent No.2 was appointed as a Director of M/s. Vinyas Constructions Private Limited on -3- NC: 2024:KHC:11999 CRL.P No. 3098 of 2017 12.12.2013 without informing and taken the consent of respondent No.2, a special notice allegedly having been issued which has not been served on respondent No.2 in an Extra-Ordinary General Meeting held on 24.06.2014, respondent No.2 was removed from the Directorship and forging the digital signature of respondent No.2 form No.DIR-12 was filed with the Registrar of Companies. On that basis, it is alleged that the offences under the aforesaid sections have been committed. Challenging the same, the petitioners are before this Court.
4. Sri. C.H.Jadhav, learned Senior Counsel appearing for the petitioners, would submit that on an entire perusal of the complaint would not disclose any criminal offence which has been committed. Respondent No.2 though was a Director of the Company, not having attended three of the meetings of the Board of Directors, despite having served notice thereof, it is in furtherance of Section 169 of Indian Companies Act, 2013 that on account of the absence of respondent No.2 for the meetings, notice was issued, taken into consideration by the Extra-Ordinary General Meeting, and thereafter, a resolution was passed -4- NC: 2024:KHC:11999 CRL.P No. 3098 of 2017 in the said meeting removing respondent No.2 from the Directorship.
5. In furtherance of which, Form No.DIR-12 was filed with the Registrar of Companies. The same has been challenged by respondent No.2 before the National Company Land Tribunal (NCLT) in No.CP.40/BB/2017. The NCLT vide its order dated 19.03.2020 has dismissed the above petition as not maintainable and lacking merit. The same is under challenge now before the NCLAT and his last submission is that the digital signature of respondent No.2 has not been used by the petitioners while filing a DIR-12. DIR-12 has been filed under digital signature of one other Director of the Company, namely Sri. Narendra Babu Basappa and it is certified by their practicing company Secretary. Thus, no signature of respondent No.2 has been used and cannot be said that there is any forgery or fabrication committed by the petitioners.
6. Learned counsel for respondent No.2 would submit that respondent No.2 having been allotted shares in the -5- NC: 2024:KHC:11999 CRL.P No. 3098 of 2017 company, has been removed from the Directorship only to take over the control of the company and as such, all of the actions have been committed by the petitioners behind the back of respondent No.2 which would amount to the offences alleged in the complaint.
7. Heard learned counsel for the petitioners, learned counsel for the respondents and perused papers.
8. The offences which have been alleged against the petitioners are under Sections 406, 420, 465, 468, 471 read with Section 34 of IPC as regards which the allegation made is that respondent No.2 has been removed from Directorship behind his back. The documents which have been placed on record would indicate that notices have been issued to respondent No.2 as regards respondent No.2 not attending the annual general meeting and the board meetings. In furtherance of which the Extra-Ordinary General Meeting was held, where a resolution was passed by the members of the company removing respondent No.2 from the Directorship.
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NC: 2024:KHC:11999 CRL.P No. 3098 of 2017
9. Thus, the action taken is by the members of the company in Extra-Ordinary General Meeting, which cannot be said to be a criminal offences. Respondent No.2 having an alternative efficacy remedy or challenging the same under Section 244 of the Indian Companies Act, 1956, a challenge was made by respondent No.2 before the NCLT, which has been dismissed and now the said matter is under challenge before the NCLAT.
10. The said filing of the proceedings and pendency of the proceedings would indicate that the issue as regards removal from Directorship is one which is civil in nature as regards which civil remedies have already been taken up by respondent No.2 as such a criminal proceedings in respect thereto as regards the above events cannot be said to be a criminal offence that is not maintainable.
11. As regards the second allegation made that the form DIR-
12 has been forged, fabricated, concocted, and the digital signature of respondent No.2 has been misused while said DIR-12 is filed. A perusal of the said DIR-12 would indicate that the digital signature of respondent No.2 is not present on the said DIR-12. The signature is of -7- NC: 2024:KHC:11999 CRL.P No. 3098 of 2017 Narendra Babu Basappa who is one other Director who has filed DIR-12 enclosing the resolution of removal of respondent No.2 as the Director of the company.
12. Thus, no digital signature of respondent No.2 has been used while the said DIR-12 was filed it cannot be said that there is any criminal offence made out in relation thereto. As such, no criminal offences have been made out in the complaint as alleged or otherwise, I pass the following:
::ORDER::
i) The criminal petition is allowed.
ii) The proceedings in Crime NO.55/2016 registered by the Basavanagudi Police Station pending on the file of IV Additional CMM, Bengaluru for the offences punishable under Sections 406, 420, 465, 468, 471 read with Section 34 of IPC is hereby quashed.
Sd/-
JUDGE GJM List No.: 1 Sl No.: 1 CT: BHK