VANGURU NARAYANA REDDY Vs. STATE OF TELANGANA

JUDGEMENT

(1.) The petitioners Vanguru Narayana Reddy and Devandh Reddy Bomma respectively are A.9 and A.10 in C.C.No.22 of 2018 on the file of the Special Judge for Economic Offences, Nampally taken cognizance for the offences punishable u/sec.439, 447, 448,449 and 452 of the Companies Act, 2013 r/w Section 408 and 420 IPC. It is outcome of the private complaint of the 3 complainants viz: C.Chandrasekhar, B.P.Ramanna represented by General Power of Attorney Sri Chandrasekhar, and HMR Infra Projects Private Limited(for short, 'the Company) represented by its Director Chandrasekhar and the accused in total ten are viz: Madhukar Koganti-A.1, Vinay Kumar Koganti-A.2, Vanguru Nikhil Reddy-A.3, Venkateshwar Veeramachaneni-A.4, Balamurali Krishna Rangineni-A.5, Saivenkat Bonthu-A.6, Gengu Sandeep-A.7, Rajeswar Rao Bonthu-A.8, Vanguru Narayana Reddy-A.9 and Devanadh Reddy Bomma-A.10-(A.9 and A.10 are petitioners herein).

(2.) The averments of the private complaint, dt.8/11.01.2018 with reference to 22 documents filed that was taken cognizance from the 36 paragraphs with averments in nutshell show the complainants 1 and 2 are Promoters and shareholders of the Company and are subscribers of its Memorandum of Association along with A.1, which is a Private Limited Company under the Companies Act, 1956 with the Registrar of Companies, Andhra Pradesh, Hyderabad with Certificate of Incorporation dt.04.04.2007 and they along with A.1 are shareholders of the Company subscribed Rs.3,000/-, 3000/- and 4,000/- equity shares of Rs.10/- each at the time of incorporation of the company. The authorized capital of Rs.25 lakhs of the Company is divided into 2,50,000 equity shares of Rs.10/-each and the paid up capital of the Company is only one Lakh rupees which Company was started with the main objects as spelt out in the Memorandum of Association. The Company constructed various prestigious projects like "HMR Bommarillu" near Miyapur Cross Roads, "HMR Delight" at ECIL X Roads, Nagaram, "HMR Classic Ventures" at Women's Co-operative Society, Venkatagiri, Jubilee Hills and "HMR Pride" at Madinaguda and the entire execution of the afore stated projects was done mainly by the Complainants by playing major roles, like looking after the dayto-day operations till the final handing over of the entire project, apart from playing important roles in acquiring the lands, designing the projects and getting all the required approvals, statutory permissions, registrations, dealing with the contractor, vendors, marketing the ventures etc. The Complainant No.1 was instrumental in managing the bank operations and mobilization of the required funds for the project development and their completion with their dedicated efforts to gain a good brand image and good will in the market such that the brand of "HMR" came to be known for quality development and constructions. A.1 was one of the Promoters/Directors/ Shareholder was not involved in any of the dayto-day activities of the Company being a sleeping partner in the Company however, fully aware and acquainted with financial/revenue aspects of the Company and is also the signatory of the annual statements of the Company every year to the statutory authorities and as per Clause 19(a) of the Articles of Association, the Company should not have less than 2 Directors and not more than 12 Directors, including alternate, additional, technical and other kind of Directors. As per terms of the Articles of the Company, the Board vide its meetings held on 28-12-2011, 05-01-2012 and 22-03-2013 appointed K.Vinay Kumar, Smt.G.Suguna and G.Veerender Das by duly following the provisions of law and the total strength of the Board increased to six Directors. K.Vinay Kumar-A.2 is none other than the son of A.1, while Smt. G.Suguna is the sister of the Complainant No.1 and G.Veerender Das is a third party. The Company has only three (3) shareholders who subscribed to 10000 equity shares each @ Rs.10/- equal to a paid up capital of one lakh rupees and the entire money required for the development of the above projects brought in or mobilized by the Complainants 1 & 2 and other Directors.

(3.) The contentions in the quash petition are that the defacto-complainants suppressed the fact that they filed O.S.No.15 of 2016 on the file of the District Court, Mahaboobnagar and the complainants allegations mainly against the A.1 and A.2, whereas, the A.1 filed against the Complainant No.1 a police report covered by Cr.No.605 of 2016 supra where after filing charge sheet, it is pending as C.C.No.828 of 2018 for so called siphoning of Ac.4,24,64,425/- which facts not disclosed in the private complaint supra as private complaint was filed on 08.01.2018 and Calander Case number was allotted subsequent to that and crime number was already mentioned as referred supra. It is also contended that the complaint averments are false and when the petitioners A.9 and A.10 among A.3 to A.10 were informed to attend the Board of Directors of the Company in HMR Infra Projects Private Limited and their role in attending the Board Meeting on 04.09.2016, 23.09.2016, 03.11.2016 is as newly appointed Additional Directors covered by Section 161 of the Companies Act and their induction and joining as Directors or Additional Directors will not constitute any offence of cheating or fraud either under IPC or under Companies Act and the petitioners already resigned from the Board of Directors duly submitted Form No.17 with Registrar of the Companies and as such they are no way connected with the affairs of the company w.e.f.03.11.2016 and whatever acts and deeds done by the petitioners is being in the capacity of the Board of Directors of the defacto-complainant and has been done the in good faith, without malafides and as per provisions of the Act, 2013 and rival disputes among other Directors will not entitle to rope the petitioners into grave crime and thereby the proceedings are liable to be quashed.