Point of Law : Section 13 of the Companies Act, 2013, which refers . Alteration of memorandum.— (1) Save as provided in section 61, a company may, by a special resolution and after complying with the procedure specified in this section, alter the provisions of its memorandum.

ORDER :

Both these petitions are filed by petitioner-accused No.2 under Section 482 of Cr.P.C. for quashing First Information Report filed by the respondent bearing No.RC 7(E)/2017 dated 05.05.2017 for the offence punishable under Section 120B read with Section 420 IPC and Section 13(2) read with Section 13(1)(d) of Prevention of Corruption Act, 1988 (hereinafter referred to as 'PC Act') and also the charge sheet in Spl. C.C. No.231/2018 pending on the file of XXI Additional City Civil and Sessions Judge and Special Judge for CBI cases, Bengaluru.

2. Heard learned Senior counsel appearing for the petitioner and learned Special Counsel for the respondent CBI.

3. The case of the prosecution is that one Smt. Pooja Tiku, the Deputy General Manager of the Industrial Finance Corporation Limited (IFCI) lodged a written complaint dated 03.05.2017 against the petitioner and others to the CBI at Bengaluru alleging that the company VNR Infrastructures Ltd. (Accused No.1) and the petitioner-accused No.2 being the Managing Director along with accused Nos.3 to 9 said to have committed fraud on the complainant IFCI Ltd. to the tune of Rs.205.02 crores as on 15.03.2016 by way of misappropriation, cheating and criminal misconduct. It is further alleged that accused Nos.1 and 2 had availed corporate loan from the complainant bank IFCI to the tune of Rs.190 crores in two cheques, that is, Rs.90 crores on 15.09.2014 and Rs.100 crores on 05.05.2015. The said loan amounts were secured by immovable properties. It is further alleged that the first loan of Rs.90 crores was secured by mortgaging 29 acres 23 guntas of Non-agricultural land situated at Panjeerala Village of Mahbubnagar District of Telangana State, 5 acres 27 guntas of Non-agricultural land situated at Nandigama Village of Mahbubnagar District of Telangana State, 20 acres 10 guntas of Non-agricultural land situated at Raikal Village of Mahbubnagar District of Telangana State, 20 acres 18 guntas Non-agricultural land situated at Immulnarva Village of Mahbubnagar District of Telangana State along with personal guarantee of Accused No.2 and Corporate Gurantee of the Mortgagers. It is also alleged that the said complainant IFCI Ltd. appointed Accused Nos.4 and 5 as valuators in order to evaluate the mortgaged properties. The valuation was effected by the Accused No.4 along with K. Chandrasekhkar (official of the company) on 11.09.2014, and as per the valuation report, the fair value of the mortgaged properties situated at Mahbubnagar was estimated to be Rs.257.59 crores as against Distress Sale Value at Rs.231.54 crores. The 2nd valuation regarding the mortgaged properties situated at Mahbubnagar was effected by the Accused No.5 along with K. Chandrasekhar (official of the company) on 12.09.2014 and estimated the fair market value at Rs.282.80 crores as against distress sale value at Rs.226.24 crores. Based on the two valuation reports of Accused No.4 and Accused No.5, the corporate loan for an amount of Rs.90 Crores was executed between the Company (Accused No.1) and the Complainant IFCI Ltd. on 15.09.2014.

4. It is further alleged by the complainant that in the month of April 2015, accused Nos.2 and 3 acting on behalf of the company approached the Complainant for another Rs.100 crore corporate loan to meet and fulfill the company and IPO objectives. The Complainant agreed in principle for the said loan considering the accused furnishing securities and personal and corporate guarantees for the said loan amount. In view of the same, the properties measuring 24 acres 21 guntas of Non-Agricultural Land situated at Rajabollaram village of Medachalmangal, Rangareddy District, Telangana State were mortgaged as security for the Second Loan of Rs.100 Crores along with the personal Guarantee of the Accused No.2 and Corporate Guarantee. The complainant company entrusted accused Nos.4 and 5 for valuation of the mortgaged properties measuring 24 acres 21 guntas at Rajabollaram Village. The first valuation w