IN THE HIGH COURT OF JUDICATURE AT HYDERABAD FOR THE STATE OF TELANGANA AND THE STATE OF ANDHRA PRADESH
B. SIVA SANKARA RAO, J.
M/s. Ranbaxy Laboratories Limited name changed as M/s. Sun Pharmaceuticals Limited represented by Arun Sawhney (for short, ‘Sun’) & Others – Appellants
Versus
State of Telangana through P.S. Central Crime Station, Hyderabad, represented by its Public Prosecutor & Another – Respondents
Criminal Petition Nos. 5797, 3972, 5798, 4305, 3882, 3875, 5776, 4773, 5777, 4772, 5689, 4237, 4906, 5799, 3873, 4696, 6159, 5800, 4455, 4238, 3883 of 2015
Decided On : 01-04-2016
Indian Penal Code, 1860 – Sections 120B, 420 – Criminal Procedure Code, 1973 – Section 482 and .397(3) – defacto-Complainant Dr.Chigurupati claims that he and his wife Smt.Padmasri are the promoters of M/s.Zenotech Laboratories Limited, a Public Limited Company with registered office at Hyderabad (for short, ‘Zenotech’) and of whom there is a special power of attorney dated 26.09.2002 in favour of Dr.Chigurupati on their behalf for signing of the share purchase, subscription, escrow (a written instrument) and other related agreements and to do generally all other acts (for negotiation, discussion and signing of such agreements necessary) with Ranbaxy name changed as Sun(A1) – Ranbaxy and Zenotech entered into a Share Purchase-cum-Share Subscription Agreement, for short (SPSSA), which provides for Ranbaxy to purchase from Zenotech’s promoters supra a large block of 78,78,906 equity shares representing 27.35% of the company’s fully paid-up equity share capital, at the negotiated price of Rs.160/- per equity share and to subscribe to 54,89,536 fully paid-up equity shares at the same price under a preferential allotment by Zenotech, entitling to exercise voting rights (and in all likelihood control over it) in Zenotech far in excess of the statutorily prescribed limit of fifteen percent and Ranbaxy made public announcement to acquire the shares of the company from the ordinary shareholders, on October 5, within four days of the agreement as required by law – Held, impugned revision orders of the learned Sessions Judge as if the order of cognizance taken by the learned Magistrate so far as the offences under Sections 120B & 406 IPC is by consideration of the material in a proper perspective is untenable and unsustainable and as referred supra the order of cognizance taken by the learned Magistrate so far as the offences under Sections 120B, 406& 409 IPC is outcome of non-application of judicial mind to relevant material and influenced by irrelevant material and by non-consideration of no offence made out against the accused persons, even against A1 or A14 leave about A3 or A6 or A9 for nothing against others – It is needless to say ends of Justice are higher than the ends of mere law, though justice has got to be administered according to laws made by the legislature. Without a proper realisation of the object and purpose of the provision which seeks to save the inherent powers of the High Court to do justice between the State and its subjects, it would be impossible to appreciate the width and contours of that salient jurisdiction. Having regard to all the above, the cognizance taken by the learned Magistrate is liable to be quashed. The learned Sessions Judge in deciding the revision petitions did not properly advert to all the material facts covered supra and thus went wrong in saying the order of the magistrate is by consideration of material and thereby it requires no interference but for to delete Section 409IPC in retaining the cognizance order for offences under Sections 120B, 420 and 406 IPC. Consequently the quash petitions against the revision orders are to be allowed and the other set of quash petitions of self same petitioners against revision orders can be closed for no more orders but for others by allowing for very cognizance order in its entirety is unsustainable as concluded supra for various reasons from consideration of the material on record within the scope of the inherent powers of the High Court under Section 482 CrPC – Order accordingly.
1. These are the 21 petitions maintained by the petitioners respectively among A-1 to A-14 of whom A-13 is deleted from the array and A-8 filed no any application but for others and of whom, the defacto-Complainant is one Dr.Chigurupati (for short Dr.Chigurupati); and the accused A-1 to A-14 respectively are:(A1)-M/s.Ranbaxy Laboratories Limited (for short, ‘Ranbaxy’)-name changed as M/s.Sun pharmaceuticals Limited represented by Mr.Arun Sawhney (for short, ‘Sun’), (A-2-Mr.Atul Sobti, the Ex-Managing Director of A-1), (A-5)-Tsutomu Une, Chairman Board of Ranbaxy, (A-14)-Rajbeer S.Sachdeva, Head Global Legal of Ranbaxy; (A-3)-M/s.Daiichi Sankyon Co. Limited (for short, ‘Daiichi’), (A-4)-Mr.Takashi Shoda, Chairman of Daiichi; (A-6)-M/s.Karvy Computershare Private Limited (for short, ‘Karvy’), (A-7)-C.Parthasarathy, Managing Director of Karvy, (A-8)-Ganapathy Subrahmanyam, Vice President of Karvy; (A-9)-M/s. I.C.I.C.I Securities Limited (for short, ‘ICICI’), (A-10)-Ms.Madrabupuribuch, Managing Director of ICICI, (A-11)-Murugappan of ICICI, (A-12)-Ms.Deepabahal, Vice President of ICICI & (A-13)-Anand Pathak-(deleted as not pressed, vide order dated 12.12.2011 of the Hon’ble Supreme Court. Thus, A2,5&14 belongs of A1-Ranbaxy/Sun; A4 belongs of A3-Daiichi; A7&8 belongs of A6-karvy & A10,11&12 belongs of A9-ICICI are facing accusation among A1-14 and of whom, for A13-Anand Pathak is deleted from array of accused, but for A8 others are the quash petitioners in the 21 petitions maintained by them u/s.482 CrPC either impugning earlier revisions(for 2nd revision by the same unsuccessful person of 1st revision is a bar u/s.397(3) CrPC) or directly seeking to quash the proceedings or some of them maintained petitions in both ways viz., directly and also by impugning revision orders as the case may be, i.e.,
1. (i)(a) A-1 filed quash petition Crl.P.No.3972 of 2015 against the Crl.Rev.Ptn.No.68 of 2014 and
(i)(b) The quash petition of A-1 is Crl.P.No.5797 of 2015;
(ii)(a) A-2 filed quash petition Crl.P.No.4305 of 2015 against the Crl.Rev.Ptn.No.80 of 2014 and
(ii)(b) The quash petition of A-2 is Crl.P.No.5798 of 2015;
(iii)(a) A-3 filed quash petition Crl.P.No.3875 of 2015 against the Crl.Rev.Ptn.No.115 of 2014 and
(iii)(b) The quash petition of A-3 is Crl.P.No.3882 of 2015;
(iv)(a) A-4 filed quash petition Crl.P.No.4773 of 2015 against the Crl.Rev.Ptn.No.118 of 2014 and
(iv)(b) The quash petition of A-4 is Crl.P.No.5776 of 2015;
(v)(a) A-5 filed quash petition Crl.P.No.4772 of 2015 against the Crl.Rev.Ptn.No.119 of 2014 and
(v)(b) The quash petition Crl.P.No.5777 of 2015;
(vi)(a) A-6 filed quash petition Crl.P.No.4237 of 2015 against the Crl.Rev.Ptn.No.81 of 2014 and
(vi)(b) The quash petitions of A-6 & A-7 are Crl.P.No.5689 & 4906 of 2015;
A-8 ---------Nil
(vii)(a) A-9 filed quash petition Crl.P.No.3873 of 2015 against the Crl.Rev.Ptn.No.82 of 2014 and
(vii)(b) The quash petitions of A-9/A-10 & A-11 are Crl.P.No.5799, 4696 & 6159 of 2015;
(viii)(a) A-12 filed quash petition Crl.P.No.4455 of 2015 against the Crl.Rev.Ptn.No.83 of 2014 and
(viii)(b) The quash petition of A-12 is Crl.P.No.5800 of 2015;
A-13---------Nil
(ix)(a) A-14 filed quash petition Crl.P.No.4238 of 2015 against the Crl.Rev.Ptn.No.84 of 2014 and
(ix)(b) The quash petition of A-14 is Crl.P.No.3883 of 2015;
1.(ii) In these 21 petitions taken up for common hearing Crl.MP.No.4905 of 2015 filed by accused and Crl.MP.No.5046 of 2015 filed by Complainant respectively to receive additional material and same are allowed.
2. The defacto-Complainant Dr.Chigurupati claims that he and his wife Smt.Padmasri are the promoters of M/s.Zenotech Laboratories Limited, a Public Limited Company with registered office at Hyderabad (for short, ‘Zenotech’) and of whom there is a special power of attorney dated 26.09.2002 in favour of Dr.Chigurupati on their behalf for signing of the share purchase, subscription, escrow (a written instrument) and other related agreements and to do generally all other acts (
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