2025 (4) TMI 524 - HC - Companies Law

Exercise of jurisdiction under Section 482 of Cr.P.C. - amounts collected by the petitioners as advances for the sale of immovable property - deposits under Section 73 of the Companies Act 2013 - exemption under Rule 2 (1) (c) (xii) (b) of the Companies (Acceptance of Deposit) Rules 2014. HELD THAT - Section 482 of the Code of Criminal Procedure empowers the High Court to exercise its inherent power to prevent abuse of the process of Court. In proceedings instituted on complaint exercise of the inherent power to quash the proceedings is called for only in cases where the complaint does not disclose any offence or is frivolous vexatious or oppressive. If the allegations set out in the complaint do not constitute the offence of which cognizance is taken by the Magistrate it is open to the High Court to quash the same in exercise of the inherent powers under Section 482. There are considerable force in the contention of the petitioners that the said Guruzala Venkateswara Rao foisted many false complaints against the petitioners in order to settle his personal scores with petitioners herein and the other group of companies. Further the said Guruzala Venkateswara Rao is neither allottee nor he is in any way directly involved or linked with the business transactions of the petitioners. Whether the amounts collected by the petitioners for sale of immovable property as advance would come under the purview of deposits or could be exempted from the purview of deposits by virtue of Rule 2 (1) (c) (xii) (b) of the Companies (Acceptance of Deposits) Rules 2014? - HELD THAT - Admittedly petitioners - companies had purchased the agricultural land and after obtaining the permission from the competent authorities for conversion of agricultural land into non-agricultural land have obtained permission for development of the said land duly converting into layout of plots for residential/commercial housing. To unlock the funds invested in development of the lay outs etc. petitioners had offered to sell the land in its possession and for this purpose entered into written agreement/arrangement. By virtue of proviso to Rule 2 (1) (c) (xii) (b) of the Companies (Acceptance of Deposits) Rules 2014 the advances received by the petitioners for sale of immovable property are exempted from the purview of the deposits. The respondent No. 3 is neither allottee nor he is in any way directly involved or linked with the business transactions of the petitioners however he lodged complaint against the petitioners with some ulterior motive to wreck vengeance on the accused. This Court is of the considered view that continuation of proceedings against the petitioners in both cases/accused would amount to abuse of process of the Court. Conclusion - The proceedings against the petitioners in both criminal cases are to be quashed as the allegations did not meet the criteria for deposits under the Companies Act and the proceedings appeared to be maliciously motivated. Petition allowed.

Summary

ISSUES PRESENTED and CONSIDERED

The primary legal issue considered was whether the proceedings against the petitioners in C.C. No. 9 of 2019 and C.C. No. 10 of 2019 should be quashed under Section 482 of the Criminal Procedure Code (Cr.P.C.). The core question revolved around whether the amounts collected by the petitioners as advances for the sale of immovable property fell within the definition of 'deposits' under Section 73 of the Companies Act, 2013, or whether these could be exempted under Rule 2 (1) (c) (xii) (b) of the Companies (Acceptance of Deposit) Rules, 2014.

ISSUE-WISE DETAILED ANALYSIS

Relevant Legal Framework and Precedents

The legal framework involved Section 73 and Section 76A of the Companies Act, 2013, concerning the acceptance of deposits by companies, and Rule 2 (1) (c) (xii) (b) of the Companies (Acceptance of Deposit) Rules, 2014, which provides exemptions for certain transactions from being considered as deposits. The inherent powers of the High Court under Section 482 of Cr.P.C. to quash proceedings were also central to the analysis.

Court's Interpretation and Reasoning

The Court examined whether the transactions in question constituted 'deposits' under the Companies Act. It noted that Rule 2 (1) (c) (xii) (b) exempts advances received for property transactions from being considered deposits, provided they are adjusted against the property as per the agreement. The Court found that the petitioners had entered into agreements and refunded advances only to those who did not complete the transactions, suggesting that these were genuine property transactions.

Key Evidence and Findings

The Court considered the inspection report and complaints alleging that the petitioners collected advances without intending to sell property, paying interest on these advances, and refunding them without completing sales. However, the Court noted that no complaints were filed by the individuals who paid these advances, indicating a lack of evidence for the allegations.

Application of Law to Facts

The Court applied Rule 2 (1) (c) (xii) (b) to determine that the advances collected by the petitioners were exempt from being classified as deposits. The Court also referenced previous decisions where similar complaints were quashed, reinforcing the application of the exemption in this case.

Treatment of Competing Arguments

The petitioners argued that the advances were part of legitimate property transactions and thus exempt from being considered deposits. The respondents contended that the petitioners collected advances with no intention of selling property, thus classifying them as deposits. The Court found the petitioners' arguments more compelling, supported by the lack of complaints from those who paid advances.

Conclusions

The Court concluded that the proceedings were based on complaints lacking substantial evidence and were potentially motivated by personal vendettas, as suggested by the history of litigation initiated by the complainant. Therefore, the Court found it appropriate to quash the proceedings to prevent an abuse of process.

SIGNIFICANT HOLDINGS

Core Principles Established

The Court reaffirmed the principle that advances for property transactions, when conducted with proper agreements and intentions, do not constitute deposits under the Companies Act, as per Rule 2 (1) (c) (xii) (b). The decision also underscored the importance of preventing abuse of judicial processes through Section 482 of Cr.P.C.

Final Determinations on Each Issue

The Court determined that the proceedings against the petitioners in both criminal cases were to be quashed, as the allegations did not meet the criteria for deposits under the Companies Act, and the proceedings appeared to be maliciously motivated.