(Prayers: These Writ Petitions filed under Articles 226 and 227 of the Constitution of India, read with Section 482 of the Code of Criminal Procedure, 1973, praying to quash the complaint and FIR in Crime No.76/2016 in Annexure-B of respondent Anekal Police Station and to direct to the respondent Nos.1 to 3 for initiating action against the fifth respondent for his illegal and unlawful acts stated in the writ petition.
These Writ Petitions filed under Articles 226 and 227 of the Constitution of India, read with Section 482 of the Code of Criminal Procedure, 1973, praying to quash charge-sheet dated 10.8.2015 (Annexure-A colly) filed in respect of Crime No.104/2015 of respondent police station and to quash order of the court below dated 29.9.2015 (vide Annexure-B) under which cognizance for the offences under Sections 65, 66(B), 71, 73 and 74 of Information Technology Act and Sections 465, 468, 469, 471, 474, 476 and read with Section 34 of IPC was taken against the petitioners and etc;
These Writ Petitions filed under Articles 226 and 227 of the Constitution of India, read with Section 482 of the Code of Criminal Procedure, 1973, praying to quash the complaint and FIR in Crime No.108/2016 of respondent Anekal Police Station vide Annexure-A and B dated 4.4.2016 and to direct to the respondent Nos.1 to 3 for initiating action against the fifth respondent for his illegal and unlawful acts stated in the writ petition.
These Writ Petitions filed under Articles 226 and 227 of the Constitution of India, read with Section 482 of the Code of Criminal Procedure, 1973, praying to quash chargesheet dated 10.8.2015 (vide Annexure-A) filed in respect of Crime No.105/2015 of respondent police station and to quash order of the court below dated 29.9.2015 (vide Annexure-B) under which cognizance for the offences under Sections 65, 66(B), 71, 73 and 74 of Information Technology Act and Sections 465, 468, 469, 471, 474, 476 and read with Section 34 of IPC was taken against the petitioners and etc;)
1. These petitions are heard and disposed of by this common order, as the same are inter related.
2. The facts as stated are that one Smt. Shaila Chebbi Govind and Smt. Mala Madikeri Srinivas Gowda, Petitioners no. 1 and 2, respectively, in the petition in WP 19462 / 2016 are said to have founded the company M/s Alliance Business School Pvt. Ltd., in the year 2005. It is claimed that their younger brother, Sudhir Angur, who had the requisite expertise in running a large educational institution, had assisted them. The said petitioners are said to have held 50% of the shares of the company, each. It is stated that the Alliance Business School which was established by the company, had very soon achieved a high degree of success. It is said to have been granted permission to sponsor and start a private University in Bangalore, in the year 2010. This gave birth to the Alliance University, incorporated under the Alliance University Act, 2010, enacted by the State legislature. The company acquired the status of a charitable company under Section 25 of the Companies Act, 1956 (Corresponding to Section 8 of the Companies Act, 2013)
3. Presently, the University sponsored by the company is in the management of a Law School and an Engineering college apart from its Business School. It claims to have a student strength of 6500 with a staff of over 350. The above petitioners credit their brother, Sudhir Angur, for these land mark achievements over the years. It then transpires that Sudhir Angur was embroiled in a bitter matrimonial wrangle with his spouse. He is said to have been a Trustee managing a large educational institution along with his wife and father-in-law. He was said to have been accused of actively diverting the goodwill and resources of the said Trust in order to build Alliance Business Pvt. Ltd. and had thus deliberately refused any honorary posts in the company and the University. It transpires that the venom with which his wife attacked Sudhir Angur, was even to allege that he had siphoned funds from their Trust to build the Company of the petitioners.
The above said petitioners faced with the crisis of not having the able guidance of their brother, who had withdrawn from his active support to them on ethical grounds and the petitioners were in search for another able person to carry on the management. It is stated that at this stage, the petitioners elder brother, Madhukar Angur who had settled in the USA, is said to have broached the subject of being given the reins of the company as he had the requisite experience as an educationist. He was then said to be in the employment of the Michigan University, USA. He was said to have been inducted as a Director of the company. The entire share holding of the said petitioners was said to have been transferred in favour of Madhukar Angur, as on 27.11.2008. He was also said to have been nominated the Managing Director. The transfer of shares and his induction into the company, was said to be without any monetary consideration.
It is alleged that the said Madhukar Angur soon started displaying his evil side and began blatantly transferring the large funds of the institutions to his private accounts in the US. And he is said to have appointed two of his close confidants, Krishna Mohan Ramineni and Richard Glenn Roakman III, as Directors and engineered the resignation of the above petitioners from their posts as Directors of the company, as on 16.10.2009.
In 2010, Madhukar Angur is said to have been asked by the Michigan University to quit, as he had come under a cloud, having been accused of dereliction of duty, conflict of commitment and conflict of interest etc. But his position in the Alliance University assumed greater importance with being named the first Chancellor of the University in the year 2010. At that point he was in absolute control of the finances of the University which were overflowing, especially since the company enjoyed the privilege of exemption from taxes. According to the petitioners, he had by then siphoned off atleast a sum of Rs.100 crore to his personal accounts, channelled through bogus bank accounts and other means.
Madhukar Angur is said to be a much married man at 60, his fourth wife presently is said to be aged 22. He is known to lead a lavish and extravagant life. And to feed that life style he is said to have liberally helped himself to the funds of the institution. The founders having realized the notoriety of Madhukar Angur, are said to have demanded accounts and sought to examine the books and records, which, it was claimed, were not readily furnished. But with unrelenting pressure from other members of the family, when the accounts were finally accessed it was said to have been found that there was large scale misappropriation by Madhukar Angur. It was in this background that it was felt necessary to divest him of the share holding in the company to prevent further damage. It is stated that Madhukar Angur had, as on 6.4.2010, transferred 43% of the share holding of the Alliance Business School to the second petitioner (38%) and her husband, Srinivas Gowda (5%), as on 7.10.2011. The share certificates were accordingly said to have been issued. The annual returns filed by the company for the years 2011-2012 and 2012-2013 are said to reflect the share holding of the second petitioner and her husband.
However, it transpires that inexplicably the share holding of the second petitioner and her husband was shown to have been transferred in favour of Priyanka, the wife of Madhukar Angur in March 2014. This was discovered by the second petitioner only when the annual returns for the year 2013-2014 was filed. The second petitioner had thus been constrained to file a criminal complaint as on 20.3.2015, registered as Crime no. 66/2015 before the Anekal Police Station.
In view of these developments, the petitioners herein are said to have confronted Madhukar and Priyanka, who finally pleaded that no action be taken against them and assured all that the entire share holding would be transferred to the petitioners and others and undertook to resign from the company. And at a Board meeting on 4.3.2015 two additional Directors, Abhay Chebbi and Prakash Siddappa were said to have been inducted on the Board, at the behest of the petitioners. And at a Board meeting on 5.3.2015, Madhukar Angur, Sachidanandarao Mechineni and Krishnamohan Ramineni are said to have resigned form Directorship. The shares held by Madhukar Angur and the shares transferred in favour of Priyanka were said to have been transferred in the following manner:
|Name of transferor||No. of Shares||Name of Transferee|
|Madhukar G. Angur||63700||Abhay Govind Chebbi|
|Madhukar G. Angur||58800||Mala S. Gouda|
|Priyanka B.S.||56000||Prakash Siddappa|
|Priyanka B.S.||51500||Shivappa Mantur|
4. It is stated that the police had conducted a stage managed investigation and promptly filed a charge sheet before the Court of the Magistrate, Anekal. The court had taken cognizance and directed the registration of a criminal case in C.C.955/ 2015. The petitioners were then, said to have been driven to challenge the same before this court in a writ petition in WP.14670/ 2016 and the said proceedings in the criminal case have been stayed.
Madhukar is also said to have addressed the ROC and is said to have alleged that the petitioners and others had forged his digital signatures in uploading the change in status of the directorship and sought cancellation of any such returns filed. The ROC is said to have issued a show cause notice dated 7.5.2015 in this regard to the petitioners.
In spite of these developments the status of Madhukar as the Chancellor of the Alliance University was said to be continuing pending legal steps being taken for his removal. And suspecting mala fides and evil actions on his part, the petitioners are said to have filed a civil suit in O.S.No.25382/2015, which was said to have been withdrawn later, as a more comprehensive suit was to have been filed thereafter.
As matters stood thus, one Ravinder Reddy is said to have filed a Company petition before the Company Law Board, Chennai, in C.P.10/2015, claiming that he had entered into an agreement with Madhukar Angur and his wife to purchase their entire share holding in Alliance Business School, which was about 90% of the Shares of the company, under an agreement dated 29.3.2015, but the transfer of the shares had not taken place, as Madhukar and his wife had backed out. In denying the transaction, Madhukar is said to have got issued a letter under the letter head of Abhay Chebbi to refuse and negate the claim of Ravinder Reddy. This according to the petitioners would clinch the controversy in their favour, that Madhukar had thereby acknowledged the induction of Abhay Chebbi as a Director and so also the subsequent events of transfer of the shares in favour of the petitioners and their inclusion as Directors. Significantly, the petitioners and others who were the present Directors were not made parties to the petition before the Company Law Board. But after having learnt of the pendency of the same, the petitioners and others have impleaded themselves in those proceedings and the same is said to be pending.
5. Given the mercurial and diabolic nature of Madhukar, the petitioners are said to have filed a comprehensive civil suit to protect their interests in O.S.1094/2016 and have obtained interlocutory orders against Madhukar and his confidantes from interfering with the functioning of the institutions.
6. In the meanwhile, Madhukar is said to have been accused of committing rape on a mentally challenged niece and was said to have been arrested in that regard by the Madiwala police.
In the wake of the serious financial offences and the criminal case of rape, Madhukar is said to have been suspended from his position as the Chancellor of Alliance University.
It is the case of the petitioners that in keeping with the style of his operation, the Circle Police Inspector, one Malatesh, is said to have been generously bribed by Madhukar and it is in that background that Madhukar is enabled to file serial criminal cases against the petitioners and others. Given the above facts and circumstances, the petitioners herein seek to point out that in one of such complaints it is alleged that the petitioners had forged and misused the digital signature of Krishna Mohan Ramaneni, a close confidante of Madhukar, in uploading particulars of the changes in the Directorship of the Alliance Business School, on to the portal of the ROC. The said Ramaneni, who is also arrayed as a defendant in the civil suit filed by the petitioners in O.S.1094/2016, has entered appearance therein and has filed his written statement and has admitted that the entire transactions involving the petitioners and as detailed above are true and valid. He has also confessed that he was completely under the influence of Madhukar in having made false allegations against the petitioners. It is hence contended that the very basis of the cases instituted against the petitioners on the basis of his complaint is taken away and the proceedings cannot be sustained.
It is in the above background that the earliest petition filed was in W.P. 14670 and 18174 /2016, questioning the complaint and further proceedings pursuant to the case in Crime no.104/2015 before the Anekal Police Station. It is alleged therein that a stage managed investigation has been carried out by respondents 3 and 4 therein, namely, the police inspector and circle police inspector, who are said to be on the pay roll of Madhukar Angur, and a charge sheet had been laid against the petitioners namely, Abhay Chebbi, Prakash Siddappa, Shaila Chebbi and Mala Srinivas Gouda, alleging offences punishable under Sections 65, 66 (B), 71, 73 and 74 of the Information Technology Act, 2000 (hereinafter referred to as the IT Act, 2000 , for brevity) and Sections 465, 468, 469, 471, 474, 476 read with Section 34 of the Indian Penal Code, 1860 (hereinafter referred to as the IPC , for brevity). The court of the Magistrate having taken cognizance of the same and a case in C.C.955/2015 having been registered, the said petition is filed.
It is pointed out that the entire tenor of the complaint stands completely diluted in view of the complainant, Krishna Mohan Ramaneni, having made a clean breast of the true and valid transactions entered into by the petitioners and of having been mislead and of having acted under the influence of Madhukar Angur. The very basis of the complaint is taken away.
It is further asserted that the complaint is about the digital signature of Krishna Mohan having been forged. However, the entire investigation pertains to the digital signature of Madhukar Angur. It is therefore evident that the respondents no. 3 and 4 were seeking to frame the petitioners on the basis of false and concocted material.
Further, respondent no.5, it is said, is a retired police officer whose credentials as a finger print expert is dubious. Respondents 3 and 4 have engaged his services, without valid authorization and his doctored opinion that the signatures were forged is obviously to falsely frame the petitioners - when it is evident that the allegation was of concoction of the digital signature and not forgery. The opinion is expressed on the basis of photocopies of documents - which no Forensic Laboratory would venture to examine in furnishing any such opinion. The entire basis of the Charge sheet being the said expert opinion and having regard to its dubious nature, the court below having taken cognizance results in a grave miscarriage of justice.
7. In the petition in W.P.19462/2016 the petitioners are Shaila Chebbi, Mala Srinivas Gowda, Abhay Chebbi and Prakash Budoor. They have challenged the complaint and FIR in 76/2016, before the Anekal Police Station, filed against the petitioners by Madhukar Angur - alleging offences punishable under Sections 71, 74 and 66 D of the IT Act, 2000 and Sections 477A, 471 and 468 read with Section 34 of the IPC. It is pointed out that very similar allegations had been made in the earlier complaint, at his instance, before the very same police station and which has been entertained and sought to be acted upon in the face of the earlier proceeding having been stayed by this court.
It is contended that the very basis of the complaint is lost in view of Krishna Mohan Ramaneni having openly stated before the civil court in the civil suit in O.S.No.1094/2016 as to the true state of affairs and the allegations against the petitioners being false. The impugned registration of the FIR is hit by Section 80 of the IT Act. It is pointed out that the investigation is said to have been carried out by a head constable, while the law mandates the investigation officer must be an officer not below the rank of a Police inspector.
8. In the petitions in WP 20913 - 20918/ 2016 and WP 22726 -731/2016, the petitioners are Sudhir Angur, Prakash Budoor, Shaila Chebbi, Mala Srinivas Gouda, Abhay Chebbi and Govind Chebbi. They seek to challenge the complaints by Madhukar Angur registered as Crime no.108/2015 and Crime no.115/2015 on identical and repetitive allegations dated 3.4.2016 and 14.4.2016, respectively. These complaints which were said to be the sixth and seventh in a row, were indiscriminately entertained by the Anekal Police Station with the active connivance of the Circle Police Inspector and the Police Inspector, who were allegedly on the payroll of Madhukar Angur.
9. In the petitions in W.P.27272-275/2016 and W.P.27276 - 279/2016 the petitioners are Abhay Chebbi, Prakash Siddappa, Shaila Chebbi and Mala Srinivas Gouda. They have challenged the criminal complaints by Priyanka B.S. and Madhukar Angur, respectively, registered as Crime no. 105/2015 and Crime no. 97/2015 before the Anekal Police Station dated 17.4.2015 and 13.4.2015, respectively. The tenor and theme of the allegations is similar to the series of complaints referred to hereinabove. The court below having taken cognizance on charge sheets having been filed, the present petitions are filed.
Incidentally, Krishna Mohan Ramaneni, who was said to be a close confidant of Madhukar Angur and who is arrayed as respondent no.4 in the petition in W.P.14670/2016 and W.P.18174/2016 has sought to file an affidavit supporting the case of the petitioners, to the following effect:
1. I am one of the undisputed Directors of M/s. Alliance Business School, A Section 8 company. I am the de-facto complainant in Crime No.104/2015 and resultant C.C.No.955/2016 pending on the file of the Civil Judge and Judicial Magistrate First Class, Anekal. I am respondent No.4 in the present petition. In the factual background of the case I deem it necessary and pertinent to place this affidavit on the record of this writ petition.
2. I swear that my complaint that lead to registration of the case in Crime No.104/2015 and the chargesheet filed there under resulting in C.C.No.955/2016, which is challenged in the present writ petition, was not a true complaint. It was a made up complaint at the instance of Mr. Madhukar Angur and Smt. Priyanka Angur. I was not willing to file the complaint and give any statements before the police. But I was forced to do that at their instance and the police mechanically recorded the same. The averment of Mr. Madhukar Angur that he held 76% of shares and his Priyanka held 23% shares that formed 99% of the company, the petitioners forged documents to show its transfer in their favour and illegally managed to remove them from the company and upload the status by forging the Digital Signature etc., are absolutely false and blatant lies. On the other hand, Mr. Madhukar and Priyanka do not own more shares in the company Aliance Business School and they have in fact transferred their share holdings, resigned form the company and have exited with effect from 5.3.2015. It is only with a malafide intention to make wrongful gains and escape the wrath of criminal action intended by the company against them for their act of the huge embezzlement of more Rs.200 crore, Madhukar Angur and Priyanka put up false and fabricated stories to the effect that their signatures were forged etc., and they even got filed false complaints in Crime Nos.97, 104 and 10/5/2016 before the Anekal Police and managed to get false chargesheets filed by maneuvering the Police Officials. Even the letters addressed to the ROC as if addressed by the petitioners herein consenting for the invalidation of the earlier uploading to the ROC were concocted by Mr. Madhukar Angur on the signed papers by misleading them with a bundle of lies. Having realized, I have already lodged a detailed Written Statement in the Civil Court and I have also written to the ROC and other concerned Authorities on number of times informing this and the legal status of the present petitioners as the Directors and Share Holders of the company.
3. I swear and stay that the ROC records were changed with my digital signature after I realized the malafides of Mr. Madhukar Angur and his wife Smt. Priyanka it was at my instance, under my Digital Signature and prerogative the uploading was done by complying all the legal provisions and the uploading is highly legal.
4. I swear that the allegations in the complaint are absolutely false and it was a premeditated complaint intended to derail the legal status of the petitioners and the jubilant institution for the personal benefits Mr. Madhukar Angur. Therefore, it would serve the ends of justice if the false complaint is quashed and the petitioners are discharged of the false allegation.
5. Under the circumstances I hereby declare as the De-Facto complainant that, the case arising out of my complaint in Crime No.104/2015 resulting in C.C.No.955/2015 against the petitioners in the present petition for the allegations of forgery, cheating, illegally uploading the documents to the ROC Portal etc., shall not be prosecuted further since the allegations are false and I have compounded the same in the interest of justice and equity and the same may be quashed at the discretionary jurisdiction of this Hon ble Court to serve the ends of justice.
What is stated above is all correct and true to the best of my information, knowledge and belief.
Further, the said Krishna Mohan Ramaneni, has sought to intervene in the petition in W.P.19462-466/2016 and has filed an Affidavit of facts again supporting the petitioners, the same is to the following effect:
01. I am one of the undisputed Directors of M/s. Alliance Business School, A Section 8 Company. In the factual background of the case I deem it necessary and pertinent to place this affidavit on the record of this Writ Petition.
02. In the Complaint Paragraph No.08 and 09 of the complaint it is said that on 25.02.2016 names of Madhukar Angur and Priyanka have been deleted from the ROC website as the Directors of the Company and the names of accused (petitioners) have been included without their consent and digital signature. It is their averment that Madhukar Angur held 76% of shares and his Priyanka held 23% shares that formed 99% of the Company. But, it is absolutely false and a blatant lie. On the other hand, Mr. Madhukar and Priyanka do not own more shares in the Company Alliance Business School and they have in fact transferred their share holdings, resigned from the Company and have exited with effect from 5.3.2015. It is only with a malafide intention to make wrongful gains and escape the wrath of criminal action intended by the Company against them for their act of the huge embezzlement of more Rs.200 crore, Madhukar Angur and Priyanka put up false and fabricated stories to the effect that their signatures were forged etc., and they even got filed false complaints in Crime Nos.97, 104 and 105/2016 before the Anekal Police and managed to get false chargesheets filed by maneuvering the Police Officials. Even the letters addressed to the ROC as if addressed by the petitioners herein consenting for the invalidation of the earlier uploading to the ROC were concocted by Mr. Madhukar Angur by misleading them with a bundle of lies. Having realized, I have already lodged a detailed Written Statement in the Civil Court and I have also written to the ROC and other concerned Authorities on number of times informing this and the legal status of the present petitioners as the Directors and Share Holders of the Company.
3. I swear and say that the ROC records were changed with my digital signature. At complaint paragraph No.10 it is falsely alleged that Mr. Madhukar verified from me (Krishna Mohan Ramineni) as to how the I Could use my digital signature and I informed Madhukar that I have not agreed to upload any of these documents and I have not used my digital signature and hence it is alleged that forgery and fraud is committed. On the other hand it was at my instance, under my Digital Signature and prerogative the uploading was done by complying all the legal provisions and the uploading is highly legal.
4. I swear that the allegations in the complaint are absolutely false and it is a sham complaint intended to derail the legal status of the petitioners and the jubilant institution for his personal benefits. Therefore, it would serve the ends of justice if the false complaint is quashed and the petitioners are discharged of the false allegation.
10. Having heard Shri B.V.Acharya, Senior Advocate, appearing on behalf of the counsel for the petitioners and Shri C. H. Jadhav, Senior Advocate, appearing for the counsel for the contesting respondent and Shri Manian also appearing for the respondent contesting the case, it is to be noticed that these petitions are directed against proceedings initiated pursuant to the following complaints :-
|Complaint by||Crime No.||Dated||Accused|
|Madukar G. Angur||Crime No.97/2015||13.04.2015||(Petitioners in W.P. 27276-27279/2016):1. Abhay Govind Chebbi|
2. Prakash Siddappa
3. Shaila Chebbi Govind
4. Mala Madikeri Srinivas Gouda
|Krishna Mohan||Crime No.104/2015||15.04.2015||(Petitioners in W.P. 14670/2016) and W.P.18174 -18176:1. Abhay Govind Chebbi|
2. Prakash Siddappa
3. Shaila Chebbi Govind
4. Mala Madikeri Srinivas Gouda
|Priyanka B.S.||Crime No.105/2015||17.4.2015||(Petitioners in W.P. 27272-27275/2016):1. Abhay Govind Chebbi|
2. Prakash Siddappa
3. Shaila Chebbi Govind
4. Mala Madikeri Srinivas Gouda
|Madhukar G. Angur||Crime No.76/2016||10.03.2016||(Petitioners in W.P. 19462-66/16):1. Shaila Chebbi Govind|
2. Mala Madikeri Srinivas Gouda
3. Abhay Govind Chebbi
4. Prakash Siddappa
5. Sudhir Angur
|Madhukar G. Angur||Crime No.108/2016||3.4.2016||(Petitioners in W.P. 20913-20918/2016):1. Sudhir Angur|
2. Prakash Siddappa
3. Shaila Chebbi Govind
4. Mala Madikeri Srinivas Gouda
5. Abhay Govind Chebbi
|Madhukar G. Angur||Crime No.115/2016||14.4.2016||(Petitioners in W.P. 22726-31/2016):1. Sudhir Angur|
2. Prakash Budoor
3. Shaila Chebbi Govind
4. Mala Madikeri Srinivas Gouda
5. Abhay Govind Chebbi
6. Govind Chebbi
The second of the above complaints is by a Director and share holder alleging that the accused named by him had forged his signatures on the share transfer forms and had uploaded their names as Directors on the portal of the ROC and had indicated falsely that the complainant had resigned from the Board .
The third complaint is by the wife of Madhukar Angur, claiming as a Director and share holder and her allegations are almost verbatim the same as that of her husband in the first complaint above.
The fourth complaint it is alleged that taking advantage of his arrest in a rape case, the accused had on the basis of the forged digital signature of Krishna Mohan uploaded false information on to the portal of the ROC, to the effect that the accused are the present Directors of the company and that the complainant, his wife and Krishna Mohan had resigned from the Board. This, according to the complainant was after their first attempt in the year 2015 to have their names shown as Directors had been successfully prevented by him by raising objections before the ROC, who had kept the changes proposed in abeyance and the uploading was ultimately withdrawn by the consent of the Accused.
The fifth complaint is filed in the wake of the complainant being denied his status as Chancellor of Alliance University and has alleged that the accused had opened illegal bank accounts and were misappropriating the funds of the University and that he was the sole authority who was authorized to operate the bank accounts and manage the finances of the University. Sudhir Angur, one of the accused was falsely projecting himself as the Pro-Chancellor of the University. That the accused together had unseated the complainant as Chancellor.
The sixth complaint was lodged in the wake of the complainant having been removed as the Chancellor of Alliance University by the accused. It is alleged that the accused were not vested with any such power and further they were guilty of a host of offences, including fraud and forgery.
The learned Government Advocate has made available the entire material gathered by the police in the course of their investigation in the above cases. From a perusal of those documents, it is evident that in the first instance, the petitioners had, acting pursuant to the resolutions passed at a Board Meeting dated 4.3.2015, had filed the statutory forms in Form DIR 12 intimating the Registrar of Companies of their induction as Directors of the company. However, Madhukar Angur is seen to have addressed a letter to the ROC, dated 20.4.2015 and alleged that his signature had been forged on various documents and that the petitioners had uploaded false information on the portal of the Ministry of Corporate Affairs, claiming as Directors who had been inducted. And that they had also fraudulently claimed that he, his wife and Krishna Mohan had resigned as Directors. It was further alleged that his digital signature was fraudulently obtained by the petitioners and used by them by obtaining a second digital signature from the Certifying Authority. And hence requested the ROC not to accept the documents uploaded by the petitioners.
The Registrar of Companies had issued a show cause notice, dated 7.5.2015 to the petitioners, under Rule 10 (3) of Companies (Registration offices and Fees) Rules 2014, proposing to invalidate the forms submitted by them, on the basis of the complaint by Madhukar Angur.
In response to the above notice, all the four petitioners, namely, Shaila Chebbi, Mala Srinivas Gouda, Prakash Siddappa and Abhay Chebbi, by separate letters dated 2/ 3.6.2015, conceded that there were differences among the erstwhile and the present Board of Directors and that there were attempts to resolve the same amicably. It was denied that there was any fraud in relation to the alleged forgery or misuse of the digital signature of Madhukar Angur and also stated that the respective e-forms no. DIR 12 filed by each of them could in the mean time be treated as Invalid , on their consent.
Thereafter by separate communications dated 8.6.2015, the Registrar of Companies informed the petitioners that in terms of the notice dated 7.5.2015, the e-forms filed were marked invalid and they were called upon to furnish fresh e-forms after rectification of defects within 30 days.
In response, the petitioners had informed the ROC by letters dated 8.7.2015 that in view of an injunction order issued against them in a civil suit in O.S.No.25382/2015 before the City Civil Court , Bangalore, the parties were refrained from uploading any forms on the portal of the ROC and therefore they were handicapped.
However, with the dismissal of the above suit, as having been withdrawn, as of February 2016, the petitioners were in a position to give effect to the proceedings that had transpired in the interregnum.
At a Board Meeting of the Directors of Alliance Business School, dated 30.9.2015, resolutions were passed regularizing the petitioners induction from Additional Directors to Directors. These resolutions are duly signed by Krishna Mohan Ramaneni, as Director.
The above said petitioners having approached the City Civil Court, Bangalore in O.S.No.1047/2016 and O.S.No.1094/2016 and pursuant to an interim order therein, dated 6.2.2016, Krishna Mohan Ramaneni has confirmed the appointment of the petitioners as Directors, in his presence, at the Board Meetings held on 4.3.2005 and 11.4.2005, itself.
Intimation in respect of the resignation of Madukhar Angur, Managing Director, Priyanka B.S. and Krishna Mohan Ramaneni, with effect from 11.2.2016 has been filed with the ROC..
The extracts of the resolution passed at a Board Meeting of the Directors of Alliance Business School held on 11.2.2016, accepting the resignation of Madhukar Angur and Priyanka B.S. are made available. The same is duly signed by Krishna Mohan Ramaneni, as Director.
11. As a matter of law and procedure, in circumstances such as are highlighted in these petitions, it is clearly a matter covered under Chapter XIV of the Companies Act, 2013. Section 213 provides for the proper recourse available to a person or persons complaining of fraud, misfeasance or other misconduct committed in the management of the business, towards the company or towards any of its members. It would be a matter falling entirely in the jurisdiction of the National Company Law Tribunal, which shall first investigate the matter and thereafter have the persons who may be found on such investigation and enquiry being conducted, to have committed any acts of fraud or other acts of misfeasance or misconduct to be tried before the Special Court constituted to try offences under the Act. Section 213 of the Act, however, is yet to come into force as it has not been notified by the Government of India, in terms of sub-section (3) of Section 1 of the 2013 Act.
The corresponding provision under the Companies Act, 1956 is Section 237 thereof. In that, when the necessary adjudication as to the validity or otherwise of statutory forms filed before the ROC are in dispute, the criminal court is hardly vested with the jurisdiction to adjudicate on the same, merely on the allegation of fraud and forgery. On the other hand, Section 237 of the 1956 Act, clearly envisages a situation involving alleged fraud. It would therefore be an exercise in futility to obtain a conviction against the accused without the concerned documents being rendered void or invalid. Hence the complaints above referred filed prior to the petitioners having consented to the statutory forms being declared void by the Registrar of Companies and the complaint or complaints in respect of the subsequent events of the petitioners resubmitting the statutory forms declaring the directorship of the petitioners and the resignation of the complainant and his wife, are an exercise in futility. The complainant and his wife will necessarily have to take recourse to Section 237 of the 1956 Act. It may eventually result in prosecution under Section 242 thereof. The complaints seeking prosecution for the alleged offences in respect of which a special procedure is provided is thus misconceived and not maintainable. In so far as the complaint filed by Krishna Mohan Ramaneni is concerned, the same is now redundant in view of his stand as reflected hereinabove.
12. In so far as the complaints pertaining to the denial of the status of the complainant, Madhukar Angur, as the Chancellor, Alliance University and his subsequent removal from the said position, while incidentally reiterating the allegations which are the subject matter of the earlier complaints, against the accused - petitioners, is certainly not a subject matter that can be adjudicated before the criminal court. There is no dispute that with the enactment of the Alliance University Act, 2010, it was Madhukar Angur who was named the Chancellor. It is also not in dispute that the term of office was for life. The Act does not provide for the removal of the Chancellor from office. However, having regard to certain grave circumstances, the extreme measure of removal has been exercised. In this regard, the correctness or the validity of the same is necessarily to be answered by the State Government in terms of Section 57 of the said Act. Or it would be an option open for the complainant to approach such other forum which could exercise jurisdiction, in addressing the legality of such removal. But it is certainly not the criminal court which could address the issue. The reiteration of other allegations against the accused which are already subject matter of other complaints referred to above would hardly clothe the court below with any such jurisdiction.
In the result the writ petitions are allowed. The proceedings pending in Crime No.76/2016, Crime No.104/2015, Crime No.108/2016, Crime No.115/2016, Crime No.105/2015, and Crime No.97/2015 of Anekal Police Station and the order dated 29.09.2015 passed in C.C.No.955/2015, order dated 29.9.2015 in C.C.No.956/2015 and the order dated 27.7.2015 in C.C.No.701/2015 by the Principal Civil Judge and JMFC, Anekal, are hereby quashed.
Any consequential orders freezing bank accounts or such other restraint orders against the petitioners issued in the above proceedings are also set at naught.