LexYERRAM VIJAY KUMAR versus THE STATE OF TELANGANA & ANR.
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[2026] 1 S.C.R. 439 : 2026 INSC 42 Yerram Vijay Kumar v. The State of Telangana & Anr. (Criminal Appeal No. 147 of 2026) 09 January 2026 [J.K. Maheshwari* and K. Vinod Chandran, JJ.] Issue for Consideration Whether cognizance of the alleged offences u/ss.448 and 451, Companies Act, 2013 could have been taken on a private complaint in view of the statutory scheme of the Companies Act and if not, whether the criminal proceedings must be quashed in respect of those sections; if the proceedings for the offences u/ss.448 and 451, Companies Act ought to be quashed, would the criminal proceedings also have to be quashed in respect of the offences under the IPC in light of the provisions as contained in s.436(2), Companies Act; whether continuation of the criminal proceedings would amount to abuse of process of law, warranting interference u/s.482, CrPC. Headnotes† Companies Act, 2013 – ss.447, 448, 451, second proviso to s.212(6) – Disputes arose between the parties w.r.t management and control of the Company incorporated by the Complainant and his wife, who at that time were the promoters, first Directors and majority shareholders, and the Appellants who were later inducted as Directors however, were subsequently removed – Complainant filed private complaint before the Special Court alleging that one of the Appellants illegally convened an Extra-Ordinary General Meeting without authority, appointed third parties as Directors in the Company, fabricated the Board and shareholders’ resolutions, and uploaded statutory filings along with other forged and false documents on the website of the MCA – Special Court took cognizance of the alleged offences and issued summons to the Appellants – Quashing petition filed by the Appellants, dismissed by High Court inter alia holding that the allegations disclosed a prima * Author 440 [2026] 1 S.C.R. Supreme Court Reports facie commission of serious offences involving forgery and fraud – Whether cognizance of the alleged offences u/ss.448 and 451 could have been taken on a private complaint in view of the statutory scheme of the Companies Act and if not, whether the criminal proceedings must be quashed in respect of those sections: Held: s.447 lays down the punishment for ‘fraud’ in various forms – Thus, punishment section for s.448 (Punishment for false statement) is s.447 and both sections cannot be read in isolation, since they are inextricably linked – In case an allegation of fraud u/s.447 is to be made out, the complaint has to be made by the Director, Serious Fraud Investigation Office or any officer of the Central Government authorized by a written order of the Government – The offence u/s.448 is an ‘offence covered u/s.447’ as mentioned in s.212(6) and therefore, the bar against taking cognizance under the second proviso of s.212(6), unless specific conditions are met, is attracted in the present case – Cognizance, therefore, in such a case, cannot be taken merely by filing of a private complaint by the Complainant – Since, cognizance cannot be taken for s.448 without following the requirements under the second proviso to s. 212(6), cognizance of ‘repeated default’ u/s.451, Companies Act is not made out – Complaint case, the order of the Special Court taking cognizance and all consequential proceedings to the extent of ss.448 and 451 quashed – Impugned judgment set aside – Penal Code, 1860 – ss.420, 406, 426, 468, 470, 471 & 120B – Code of Criminal Procedure, 1973 – s.482 – Companies (Amendment) Act, 2015. [Paras 33, 35, 42, 45-47, 60] Companies Act, 2013 – ss.213, 447, 448, 451, second proviso to s.212(6): Held: Punishment section for s.448 (Punishment for false statement) is s.447 and both sections cannot be read in isolation, since they are inextricably linked – In case an allegation of fraud u/s.447 is to be made out, the complaint has to be made by the Director, Serious Fraud Investigation Office or an officer authorized by a written order of the Government – The offence u/s.448 is an ‘offence covered u/s.447’ as mentioned in s.212(6) and therefore, the bar against taking cognizance under the second proviso of s.212(6), unless specific conditions are met, is attracted in the present case – Cognizance, therefore, in such a case, cannot be taken merely by filing of a private complaint by the Complainant – [2026] 1 S.C.R. 441 Yerram Vijay Kumar v. The State of Telangana & Anr. However, the Complainant is not a
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