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2023 DIGILAW 998 (JHR)

Ritu Ritolia v. State of Jharkhand

2023-08-08

PRADEEP KUMAR SRIVASTAVA

body2023
ORDER : 1. Heard learned counsel for the parties. 2. Apprehending her arrest in connection with C.P. Case No. 5239 of 2022 instituted under Sections 467, 468 and 420 of the Indian Penal Code, the petitioner has moved this Court for grant of privilege of anticipatory bail. 3. As per complaint petition, the complainant is retired businessman and was director of two private limited companies M/s Mars Mercantile Pvt. Ltd. and M/s. Pre Stressed Udyog (India) Pvt. Ltd. incorporated under companies Act, 1956 which was engaged in manufacturing High Tension wire and railway sleepers. The complainant and his other family members were share-holders of the said companies decided to sell the companies and entered into an agreement with co-accused Dinesh Pradhan and Mahesh Pradhan for purchasing 100% shares of the said companies for valuable consideration of Rs. 17.45/- (Seventeen crore and forty five lakhs only) and another agreement of share purchase of M/s Mars Mercantile Pvt. Ltd. was also executed on the same day with Pradhan Brothers for sum of Rs. 15.50 crores (Fifteen crore and fifty lakhs only). It is further alleged that the complainant was induced to resign from the directorship of both companies but the consideration amount as per agreement was not paid to the complainant and other share-holders. Further, the complainant perceived dishonest intention of the Pradhan Brothers who retained original share certificates with them and did not execute any instrument of transfer From No. SH-4 in terms of Company rules and out of total agreement amount of Rs. 32.95 crores (Thirty crore and ninety five lakhs only), only Rs. 4.70 crores (Four crore and seventy lakhs only) has been transferred to the complainant and other share-holders. It is further alleged that in the annual return called MGT-7 for financial year 2016-17, present petitioner being company secretary by making false document and electronic records without having original share certificates and instrument of transfer submitted false and fabricated documents regarding share under her digital signature to the Registrar of Company. As such, Pradhan Brothers became director with absolute share capital of 100% share in their own name, even when original share was in possession of the complainant and SH-4 were not signed by complainant and other share-holders. As such, Pradhan Brothers became director with absolute share capital of 100% share in their own name, even when original share was in possession of the complainant and SH-4 were not signed by complainant and other share-holders. It is further alleged that a false document in the nature of “indemnity bond” was made on judicial paper on 22.06.2017 which was purchased in the year 2019 and falsely shown to have been purchased in the year 2017. It is further alleged that petitioner is principal author, who used her digital signature in MGT-7 of 2016-17 and created entire game plan by hatching conspiracy with Pradhan Brothers by using fraudulent documents and cheated the share-holders and complainant and his family members to the tune of Rs. 28 crores. 4. Learned senior counsel for the petitioner has submitted that the petitioner is a woman and innocent and has committed no offence at all rather she has been falsely implicated in this case. It is further submitted that the petitioner has no intention to cheat the complainant or provided unlawful gain to Pradhan Brothers. It is further submitted that the petitioner is a freelance practicing company secretary. She is not an employee of any company. It is further submitted that the professional work and duty of the petitioner is to act upon the audited balance sheets handed over to her and file Annual Return with the Registrar of Companies. It is further submitted that petitioner gets duly authenticated and audited documents to the Authorized Auditors/Chartered Accountants and as such she has no effective role in manipulating those balance-sheet and her only duty to file return. It is further submitted that petitioner has no knowledge about any dispute between the complainant and Pradhan brothers. Although, she was found guilty of negligence while discharging her professional duty in the present case, which was not described “as gross negligent.” Hence, no criminal liability arises on her part. It is further submitted that the FIR was lodged against Pradhan Brothers who have already been extended privilege of anticipatory bail by the Co-ordinate Bench of this Court vide order dated 07.09.2021 passed in A.B.A. No. 6081 of 2021. Petitioner is a woman having no criminal antecedents and she undertakes to co-operate with the trial of the case. Hence, the petitioner may be extended the privilege of anticipatory bail. 5. Learned Addl. Petitioner is a woman having no criminal antecedents and she undertakes to co-operate with the trial of the case. Hence, the petitioner may be extended the privilege of anticipatory bail. 5. Learned Addl. P.P appearing for the State assisted by learned counsel for the complainant opposes the prayer for anticipatory bail of the petitioner and submits that in the entire episode, present petitioner is very much instrumental along with Pradhan Brothers and she has forged and created “Indemnity Bond” and certified MGT-7 forms of the companies M/s Mars Mercantile Pvt. Ltd. and M/s. Pre Stressed Udyog (India) Pvt. Ltd. with respect to certification of registration and fraudulently transferred the shares of the complainant and his family members to the Pradhan Brothers causing huge financial loss. It is further submitted that petitioner has been found guilty of professional misconduct under clause (7) of Part I of the Second Schedule of the Company Secretaries Act, 1980 vide a final order dated 12.10.2021 passed by Institute of Company Secretaries of India (ISCI). After, an opportunity of being heard was granted to her under Rule 19(1) of the Company Secretaries (Procedure of Investigations of Professional and Misconduct and Conduct) Rule, 2007. It is further submitted that there are serious allegations against the petitioner of creating forged documents and electronic record without having original share certificate and instrument of transfer and submitting false and fabricated documents with regard to share under her digital signature with the Registrar of Companies in annual return called MGT-7 of financial year 2016-17. Postdated stamp papers were also used to manufacture false documents at the time of filing annual return. No transfer of shares was effectuated and a false document in the nature of “Indemnity Bond” on Non-Judicial Paper of Jharkhand of the said companies was created from back date and uploaded the same. Petitioner along with co-accused persons was very well aware about the fraudulent acts and consciously assisted the Pradhan Brothers in fraudulent purchase of 100 % of shares. Hence, petitioner may not be extended privilege of anticipatory bail. 6. Petitioner along with co-accused persons was very well aware about the fraudulent acts and consciously assisted the Pradhan Brothers in fraudulent purchase of 100 % of shares. Hence, petitioner may not be extended privilege of anticipatory bail. 6. Considering the facts and circumstances of this case, the nature of allegation against petitioner who happens to be company secretary by profession and having no personal interest in the matter and she was found guilty of negligenence by the Institute of Company Secretaries of India (ISCI) in professional misconduct but she was not found to be gross negligent in uploading form MGT-7 and coupled with materials available on record and also in view of the fact that main other co-accused persons have paid the entire amount involved in this case and they are enjoying anticipatory bail, I am inclined to extend privilege of anticipatory bail to the petitioner. Accordingly, the petitioner is directed to surrender in the Court within four weeks from today and in the event of her arrest or surrendering, she will be enlarged on bail on furnishing bail bond of Rs. 2,00,000/- (Two Lakhs) with two sureties of the like amount each to the satisfaction of learned JM, Dhanbad in connection with C.P. Case No. 5239 of 2022 and shall not indulge in tampering with the prosecution evidence or influence the witnesses or gain over them and subject to the conditions as laid down under Section 438(2) of the Code of Criminal Procedure.