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TMI Blog2022 (7) TMI 207X X X X Extracts X X X X X X X X Extracts X X X X ..... uld not be completed by the said date, the said agreement would stand terminated. The accused did not complete the said sale process by the Long Stop Date, and there was no extension of Long Stop Date. In view of the same, transfer of the assets of the Company in favour of the Purchaser is nothing but illegal. According to the learned senior counsel, all the said contentions raised by respondent Nos.2 and 3 before the NCLT were rejected in C.P. No.5/241/HDB/2017 vide order dated 11.02.2020. Further, the allegation that the accused did not adhere to the terms and conditions of ATA dated 24.06.2016, whether the Company had obtained the consent of respondent Nos.2 and 3 for extension of Long Stop Date after its expiry, whether the sale process was done in terms of the said ATA dated 24.06.2016 and that the accused never forged and fabricated any document, much less the resolution and that the petitioners herein are only employees of the Purchaser Company and they did not do anything in their personal capacity etc., are all triable issues which are to be adjudicated by the trial Court after full-fledged trial, but not by this Court in a petition filed under Section - 482 of the Cr.P ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eedings in C.C. No.165 of 2018 on the file of the XII Additional Chief Metropolitan Magistrate, Hyderabad. 3. The petitioners herein are arraigned as accused Nos.3, 4 and 5 in the said C.C. The offences alleged against them are under Sections - 406, 420, 465, 468 and 471 read with 34 of the Indian Penal Code, 1860 (for short IPC ). 4. General Power of Attorney Holder of respondent Nos.2 and 3 herein, Mr. Nikhil Baheti, gave a complaint to the Police, CCS, DD, Hyderabad against the petitioners herein and other accused on 22.12.2016 and the contents of the said complaint are as follows: i) Respondent Nos.2 and 3 are the shareholders with 13.32% shares each in M/s. Teckbond Laboratories Private Limited, Hyderabad, which is hereinafter referred to as the Company . ii) The said Company is being managed by the Managing Director and the Director, Mr. T. Bosebabu and Mr.C. Sanjeeva Baba, accused Nos.2 and 1 respectively. iii) Respondent Nos.2 and 3 have invested in the said Company based on Share Purchase and Shareholders Agreement (SPSHA), dated 27.01.2014 entered among the said Company, respondent Nos.2 and 3 and the Shareholders of the said Company. iv) As per ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... h Private Limited in respect of the land admeasuring Acs.4.30 guntas out of total extent of Acs.7.7 guntas for Rs.4,10,93,000/- and the same was registered on 03.11.2016 i.e., after receipt of the email sent by respondent Nos.2 and 3 herein. This is purely a fraud conducted by accused Nos.1 and 2 in connivance with petitioner Nos.1 and 2 herein. The said document was brought into existence by altering the original resolution without any authority and by producing as if accused No.1 has power to register the sale deed. x) The said document was brought into existence without the consent and knowledge of respondent Nos.2 and 3 by playing a mischief so as to cheat them knowing the fact fully well that it will not create any absolute title to the purchaser except to cause loss to respondent Nos.2 and 3 and their intention was to conciliate the property being valuable security to make use of the same before the Authorities and the Banks to obtain loan and to manage the property. Thus, the said sale deed is a forged document, and all the accused including the petitioners herein have committed aforesaid the offences. 5. With the aforesaid allegations, he requested the police to t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... her submit that transfer of asset was effected after the approval of all the shareholders including respondent Nos.2 and 3 herein on 16.04.2016 and thereafter, the ATA was also executed among the Company, Purchase and the Shareholders of M/s. Teckbond on 24.06.2016. Further, as per the agreement, there was a long stop date fixed for getting no due certificates from creditors. Subsequently, at the request of the Company, the date was sought to be extended. Thus, the completion of transaction after the expiry of long stop date and waiver of requirement for getting no due certificate etc., are purely contractual in nature. More so, it was solely the responsibility of the shareholders and the Company to fulfill the conditions precedent and that the requirement of a stipulation for a long stop date was actually for the benefit of the purchaser, to take a decision as to withdraw from the agreement or not, upon fulfillment / nonfulfillment of the conditions precedent. iii) Learned senior counsel would also submit that in the Extraordinary General Body Meeting dated 16.04.2016, the shareholders have given the power to accused No.1 to negotiate, settle the terms and conditions and the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... proceedings against the petitioners in the aforesaid C.C. 10. On the other hand, Mr. M.V. Pratap Kumar, learned counsel for respondent Nos.2 and 3, would submit that there are specific allegations against the petitioners herein and the role played by them in the commission of offences is also specifically mentioned. The Investigating Officer has collected the material and recorded the statements of the witnesses under Section - 161 of the Cr.P.C. and then only filed the charge sheet. The learned Magistrate having gone through the contents of the charge sheet and having found prima facie case against the petitioners herein and other accused with regard to the commission of offences, took the cognizance of the aforesaid offences and issued summons. Further, the defences taken by the petitioners cannot be considered at this stage in a petition filed under Section - 482 of the Cr.P.C. and the same have to be tried and decided by the trial Court after full-fledged trial. With the said submissions, he sought to dismiss the criminal petition. 11. Learned Public Prosecutor would contend that after receipt of the complaint and on registration of FIR, the Investigating Officer has co ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Cr.P.C. 14. In a given set of facts and circumstances, a contractual dispute, apart from giving rise to cause of action for seeking remedy under Companies Act, may also involve the criminal acts. The nature and scope of civil proceedings are different from criminal proceedings and mere fact that complaint relates to a company s transaction or breach of contract for which a civil remedy is availed, is not by itself a ground to quash the criminal proceedings. The only test which has to be adopted is to find out as to whether the allegations in the complaint disclose the criminal offence or not. 15. In support of his contentions, learned Senior Counsel has relied upon the following decisions: i) In Hridaya Ranjan Pd. Verma rendered by the Apex Court, the accused did not disclose to the complainant that one of their brothers had filed a partition suit which was pending as on the date of execution of sale deeds by them in favour of the complainant in respect of the property. The facts of the said case are totally different to the facts of the case on hand and the said decision does not helpful to the petitioners. ii) In Sushil Sethi v. The State of Arunachal Prades ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... er, MOU was entered into by the complainant with the builder company. Thereafter, as some disputes arose between them, the complainant revoked the GPA on the ground that the Company did not adhere to the terms of the Joint Development Agreement and then initiated criminal proceedings. The facts of the said case are not akin to the facts of the present case and, therefore, the said decision is also not helpful to the petitioners herein. 16. As stated above, prima facie, there are specific allegations made by respondent Nos.2 and 3 in their complaint and the Investigating Officer having conducted investigation by collecting the material and recording the statements of the witnesses under Section - 161 of the Cr.P.C. and considering the same, filed the charge sheet. Truthfulness or otherwise of the allegations are not fit to be gone into at this stage as it is always a matter of trial as held by the Hon ble Supreme Court in Kamal Shivaji Pokarnekar v. The State of Maharashtra AIR 2019 SC 847, wherein the Apex Court has categorically held that quashing criminal proceedings was called for only in a case where complaint did not disclose any offence, or was frivolous, vexatious, o ..... X X X X Extracts X X X X X X X X Extracts X X X X
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