ORDER : S.R.KRISHNA KUMAR, J. In these petitions, petitioners seek quashing of the impugned proceedings arising out of FIR in Crime No.97/2024 dated 07.02.2024 registered by the 1 st respondent – Police, pursuant to a complaint dated 06.02.2024 filed by the 2 nd respondent – de facto complainant for offences punishable under Sections 406, 420, 504, 506, 120-B r/w Section 34 IPC and for other reliefs. 2. W.P.No.10106/2024 is preferred by accused Nos.1, 2 and 5, while W.P.No.10554/2024 is preferred by accused Nos.3 and 4 respectively. Since common questions of law and fact arise for consideration in the present petitions, they are taken up together for consideration and disposed of by this common order. 3. The material on record discloses that the 2 nd respondent –de-facto complainant joined the petitioner – company on 06.08.2018 and continued to work there till 17.10.2023 when he resigned from the company. On 17.11.2023, the petitioner – company transferred a sum of Rs.20,54,029/- to the 2 nd respondent after deducting a sum Rs.6,37,200/-. Subsequently, on 29.11.2023, petitioner once again transferred a sum of Rs.20,54,029/- in favour of 2 nd respondent. Thereafter, there was correspondence between the petitioners and 2 nd respondent - complainant and a dispute in relation to alleged dues payable by the petitioners to the 2 nd respondent or alleged to be refunded back to the petitioners by the 2 nd respondent arose between the parties and on 06.02.2024, 2 nd respondent – complainant filed the impugned complaint which was registered as an FIR in Crime No.97/2024 against the petitioners – accused Nos. 1 to 5, who are before this Court by way of the present petitions. 4. Heard learned Senior counsel for the petitioners and learned HCGP for the 1 st respondent – State as well as learned counsel for the 2 nd respondent and perused the material on record. 5. In addition to reiterating the various contentions urged in the petition and referring to the material on record, learned Senior counsel for the petitioners invited my attention to the impugned complaint and FIR in order to point out that the same did not disclose commission of the alleged offences by the petitioners. 5. In addition to reiterating the various contentions urged in the petition and referring to the material on record, learned Senior counsel for the petitioners invited my attention to the impugned complaint and FIR in order to point out that the same did not disclose commission of the alleged offences by the petitioners. It was submitted that the allegations made in the complaint gave rise to a purely a civil / financial / monetary dispute between the parties, which was illegally sought to be given a criminal colour/ flavour by the 2 nd respondent – complainant and as such, the impugned proceedings deserve to be quashed. 6. Per contra, learned HCGP for the 1 st respondent – State as well as learned counsel for 2 nd respondent – complainant would reiterate the various contentions urged in the statement of objections and submit that there is no merit in the petitions and that the same are liable to be dismissed. In support of her contentions, learned counsel for the 2 nd respondent placed reliance upon the following judgments:- (i) State of Haryana and Ors vs. Bhajan Lal and Ors - (1992) Supp(1) SCC 335); (ii) Trisuns Chemical Industry v Rajesh Agarwal and Ors., (1999) 8 SCC 686 ; (iii) V. Ravi Kumar vs. State by Tamilnadu, (2019) 14 SCC 568; (iv) Neeharika Infrastructure Pvt. Ltd. v State of Maharashtra and Ors, (2021) 19 SCC 401 ; (v) Priti Saraf and Anr vs. State, (2021) 16 SCC 142 ; (vi) Jitul Jentilal Kotecha v State of Gujarat, (2022) 13 SCC 652; (vii) Salib @Shalu@Salim v State of UP and Ors, 2023 Online SC 947; (viii) Divvijaysinh Himmasingh Jadeja v State of Gujarat Ors., 2023 SCC Online SC 1610; (ix) State of Madhya Pradesh v Shilpa Jain and Ors, 2024 SCC Online SC 507; 7. I have given my anxious consideration to the rival contentions and perused the material on record. 8. A perusal of the material on record will indicate that it is an undisputed fact that the 2 nd respondent – complainant joined accused No.5 – company on 06.08.2018. The 2 nd respondent is said to have resigned from the company vide resignation letter / email dated 19.10.2023. In pursuance of the same, the petitioners issued a reply vide email dated 23.10.2023 accepting the resignation submitted by the 2 nd respondent. The 2 nd respondent is said to have resigned from the company vide resignation letter / email dated 19.10.2023. In pursuance of the same, the petitioners issued a reply vide email dated 23.10.2023 accepting the resignation submitted by the 2 nd respondent. On 03.11.2023 and 07.11.2023, the 2 nd respondent addressed e-mails to the petitioners putting forth various allegations, claims and contentions, to which the petitioner – Company’s representative issued a reply dated 09.11.2023 answering the queries of the 2 nd respondent. 9. Thereafter, on 17.11.2023, the company transferred Rs.20,54,029/- in favour of 2 nd respondent after deducting Rs.6,37,200/- towards club membership charges. Further, on 29.11.2023, the company once again transferred Rs.20,54,029/- in favour of the 2 nd respondent, pursuant to which, there was no correspondence between the parties up to 22.12.2023, when the petitioners issued an e-mail to the 2 nd respondent seeking return of the inadvertently transferred amount of Rs.20,54,029/- by the petitioners to him on 29.11.2023 as stated supra. Respondent No.2 issued a reply viz., e-mail dated 23.12.2023 disputing the claim of the petitioners and in addition thereto, he called upon the petitioners to pay a sum of Rs.6,37,200/- alleged to be withheld by them from the 2 nd respondent. The petitioners once again addressed an e-mail dated 05.01.2024 reiterating its claim for return of Rs.20,54,029/- inadvertently transferred by them on 29.11.2023 to the 2 nd respondent, to which he issues a reply via e- mail once again denying the claim and continues to seek recovery of Rs.6,37,200/- from the petitioners. Subsequently, petitioners issued a reply dated 30.01.2024 denying the allegations made by the 2 nd respondent, who issues an e-mail dated 02.02.2024 requesting the petitioners to amicably resolve the matter. Thereafter, 2 nd respondent filed the impugned complaint on 06.02.2024, which is registered as an FIR in Crime No.97/2024 dated 07.02.2024, which are assailed in the present petitions. 10. A perusal of the aforesaid facts and circumstances will clearly indicate that the dispute between the petitioners and the 2 nd respondent is essentially, predominantly and overwhelmingly a civil/monetary/financial dispute in relation to claims and counter claims made by each other in relation to monies payable/refundable as alleged by both parties. 10. A perusal of the aforesaid facts and circumstances will clearly indicate that the dispute between the petitioners and the 2 nd respondent is essentially, predominantly and overwhelmingly a civil/monetary/financial dispute in relation to claims and counter claims made by each other in relation to monies payable/refundable as alleged by both parties. In this context, it would be relevant to extract the complaint dated 06.02.2024 filed by respondent No.2 as under: At the outset, I bring the following facts and circumstances for your kind attention and necessary action: That, Play Games 24x7 Pvt Limited, (company) is having its head office in Mumbai and branch office at Zonasha IT buildings, Mahadevapura, Bangalore. This company offers online cards games rummy and fantasy sports to general public under ITES category. I joined the company in August 2018, since my joining I was prompt and demonstrated high performance. In recognition of my performance, I was given annual increment and bonus regularly till 2021. In addition to the annual increment and bonus, company also has the policy of giving ESOPs (stock options) to high performers as a retention plan so that best performers are rewarded additionally to retain high performers for long time. Likewise, I was also granted 24,673 ESOPs which would vest over a period of time. Copy of the equity letter for grant of ESOP is enclosed as ANNEXURE A. Subsequently, company’s management suggested me to concentrate more on external management in addition to core legal function of contract management, litigation and IPR since there was an increase in cyber frauds, police enquiries, police notices, follow up from enforcement, suicides etc., as a result of huge loss in gambling by playing rummy on company platform. Due to the change in role with added responsibilities and risks associated, I was asked to take club membership at 3 Clubs each in Bangalore and Mumbai, take armed personal security, arms license and fire arms, by the management. Accordingly, a club membership at HBCC Club in Bangalore was provided in my name with a clear intention of the company to escape from the liability and to distance itself from any controversy that may arise during filing of red herring prospectus while going for IPO for purported any undue influence/association with the enforcement officer or public officer or otherwise. Accordingly, a club membership at HBCC Club in Bangalore was provided in my name with a clear intention of the company to escape from the liability and to distance itself from any controversy that may arise during filing of red herring prospectus while going for IPO for purported any undue influence/association with the enforcement officer or public officer or otherwise. The costs towards club membership at 3 Clubs each in Bangalore and Mumbai, take armed personal security, arms license and fire arms was clearly budgeted and approved by the management as a perquisite/OPEX as the case may be, due to my risks associated in handling increased number of suicides and personal life threat/attack by the players and or their relatives due to huge financial losses and suicides. The payment to the club was made directly by the company in my name after scrutiny and verification of the duly filled application form of the club in my name. There was no pre-condition or any undertaking for repayment from the me against the payment towards the club membership as the same was duly discussed and budgeted and approved for the FY 2021-22 by CEO, Trivikraman. Subsequently, in July 2022 Sameer Chugh joined the company to whom I had to report. He had several drawbacks and limitations and, to suppress his lacune, he removed me from handling hardcore legal work of drafting, litigation, IPR management and confined me only to external management. There was difference of opinion in furnishing information to police on Section 91, 102 notices, etc. from various police stations across the country and cooperating with investigation, as he was averse to furnishing the information called by the police/enforcement and or to cooperate with investigation. To suppress his shortcoming and to victimise me for not falling in line of being non cooperative with police on various investigations against the company among other things, he along with Vikrant Goyal who is the HR head, were taunting me with regional and personal remarks as Vikrant Goyal's ego was hurt when I questioned him about, why was he agreeing and approving higher rates to recruitment consultants against the industry rate of 8.33% since he had vested interest in paying them higher. As a result of which both Sameer and Vikrant connived with each other and reduced my rating drastically showing their arbitrariness and highhanded ness such that I am shown in poor light as an under performer in 2022-23. For the first time in the last 5 years of my joining the company I was denied bonus and increment. On the hindside, in lieu of the payment made to the club, my bonus was denied as a result of their foul play and connivance of Sameer and Vikrant. On the contrary, they called me informed to increase the rating of others so that they get bonus and finally forced me to resign. On 17 October 2023, citing reasons as cost pressure and GST issues, I was forced to resign by the above-named persons. My resignation was accepted immediately as the same was a forced resignation on regional and linguistic biases being a Kannadiga and south Indian in addition to other ancillary reasons stated above. Though there was a notice period of 3 months and I was willing to serve the notice period, the above-named persons Sameer Chugh and Vikrant Goyal blocked my access to laptop and emails and sent me a communication on 23 October 2023 that my last date will be 23 October 2023 while acknowledging my resignation with instructions to return the laptop, ID card and visiting card. Accordingly, I had returned all the assets of the company and sent an email on 3 November 2023 highlighting all the illegal demands from Sameer and Vikrant along with audio clip (of instructions from Puneet Raheja who reports to Vikrant) instructing me to increase the rating of others while reducing my ratings. Copies of the communication from the company dated 23 October 2023 and my email on 30 November 2023 for returning the assets of the company are enclosed as Annexure-B & C respectively. Subsequently, after due satisfaction of handover formalities by me, the company issued a relieving letter dated 23 October 2023 clearly mentioning that there are no dues from me. Copies of the communication from the company dated 23 October 2023 and my email on 30 November 2023 for returning the assets of the company are enclosed as Annexure-B & C respectively. Subsequently, after due satisfaction of handover formalities by me, the company issued a relieving letter dated 23 October 2023 clearly mentioning that there are no dues from me. Copy of the said relieving letter dated 23 October 2023 is enclosed as ANNEXURE D. I have been following up for the balance payment of Rs.6,37,200/-, the above-named persons cunningly closed the matter by an email dated 28 November 2023 without clarifying the dues for Rs.6,37,200/- and ESOPs, stating that they will not respond to me any further without responding on short payment of my legal dues. Copy of the said email dated 28 November 2023 with the subject "Comprehensive Documentation for Full and Final Settlement" is enclosed as ANNEXURE F. Subsequently, the next day i.e., 29 November 2023 on, they had transferred additional amount and blocked the same from Bank as lien but continued to followed up with me to return the same. They hand transferred the money and blocked the same from me using the same and also demanding me to refund. Only during this follow up is when they opened up the communication, they had for the first time informed that the short payment was towards the club membership fees. It is important to note that, from the date of payment in June 2022 directly to the club till the closure mail on 28 November 2023 despite my repeated follow up, they did not inform me anything about the claims towards the same. There was no undertaking from me for the repaying nor was there any condition while approving the payment or even making the payment to the club. The application form was filled with clear details on whose name the membership is taken and post scrutiny of the same and approval payment was made to the club directly by the company without any condition. Now they are taking a contention of misrepresentation to harass me, where is the question of misrepresentation when the company had already scrutinised the duly filled application form. Now they are taking a contention of misrepresentation to harass me, where is the question of misrepresentation when the company had already scrutinised the duly filled application form. Thad to send several emails/replies to them to pay me my dues which are illegally with held without any undertaking or declaration or indemnity for repayment simultaneously showing my willingness to refund any excess payment if any which is free from any encumbrance. The company has a process of securing the payment by taking an undertaking/indemnity from the employee to whom they extend any loan, financial assistance, sponsorship even if payments are made to third party directly. Other employees who have been given undertaking including me while taking sponsorship for payment made to third party include Girijesh Jha, Venkat Shailendra, Varchav Yagnik, etc. No such undertaking or declaration or consent for was repayment given by me to the company for payment made towards the club membership as the same was a perquisite. Copies of the indemnity bond signed by me and Venkat Shailendra for sponsorship/payment made to third party in other instances is enclosed as ANNEXURE G & H respectively Finally, at the instance of the above-named culprits Sameer and Vikrant Goyal, they have sent an email on 30 January 2024 with a threat to engage external recovery agents to recover the money from me which they have already blocked. Copy of the threat email dated 30 January 2024 in which they are confirming to have blocked the money deposited in my bank is attached as ANNEXURE I. I have patiently followed up and waited for amicable settlement since my resignation in 17 October 2023 but the above name culprits Sameer Chugh and Vikrant Goyal have continued to harass me in addition to coercive resignation and threatening to engage recovery agents by their email dated 30 January 2024. As a responsible person, I had also forwarded the said email highlighting the threat by Sameer Chugh and Virant Goyal to the management of the company / CEOs Trivikraman and Bhavin Pandya for their intervention and resolution which has not elicited any response. Copy of my email dated 2 February 2024 sent to management/owners of Play Games24x7, Trivikraman and Bhavin seeking their intervention and resolution is enclosed as ANNEXURE 1. Hence this complaint to protect my rights and interests. Copy of my email dated 2 February 2024 sent to management/owners of Play Games24x7, Trivikraman and Bhavin seeking their intervention and resolution is enclosed as ANNEXURE 1. Hence this complaint to protect my rights and interests. The threat mail dated 30 January 2024 by Sameer Chugh and Vikant Goyal for coercive action in engaging the recovery agents (ANNEXURE I), silence of owners of company Trivikraman and Bhavin to my email dated 2 February 2024 despite my request for intervention (ANNEXURE J) has triggered me to take up this complaint. I have been regularly following up with the said Sameer and Vikrant requesting them to settle my dues (salary dues and ESOPs). Whenever, I called them, both of them have threatened to kill me and abused me personally with bad language using b****** and will come to my home and kick and break the limbs if I ask for the dues and will engage anti-social elements to finish me. My life is under danger in addition to the harassment from the above persons from paying my entitlements. I shall furnish more details about other irregularities and information in the course of investigation. Under the circumstances, request you to register my complaint for offences mentioned above, take action against the above-named persons, investigate the matter and bring them to book while freezing the HDFC bank account no. 01452000014736 with Borivali west Hamunda circle branch, Mumbai and Axis bank a/c no. 923020011256210 to the extent of salary dues, and ESOPS. Thank you, Yours faithfully, 11. A bare/plain perusal of the impugned complaint will indicate that except making a passing reference to accused No.3 – Trivikraman and accused No.4 – Bhavin Pandya (petitioners in W.P.No.10554/2024), there are absolutely no allegations whatsoever made against them to incriminate the said petitioners for commission of the alleged offences and consequently, continuation of the impugned proceedings qua the said petitioners would amount to abuse of process of law warranting interference in the present petition in W.P.No.10554/2024, which deserves to be allowed and the impugned proceedings qua the petitioners therein deserves to be quashed. 12. 12. In so far as the accused Nos.1, 2 and 5, who are the petitioners in W.P.No.10106/2024 are concerned, except making bald, vague, general and omnibus allegations, the said allegations extracted supra, clearly do not disclose the commission of the alleged offences as contended by the 2 nd respondent; in this regard, the material on record discloses that there is a serious dispute as regards the sum of Rs.6,37,200/- withheld by the petitioners while settling the payments due to the 2 nd respondent upon his resignation; while petitioners contend that they were entitled to withhold the said amount, which had been paid by them for the purpose of the 2 nd respondent obtaining membership in HBCC Club and that since the 2 nd respondent had not surrendered the club membership even after his resignation and continued to remain a member thereof even thereafter, thereby availing all benefits arising out of the said club membership, they were entitled to withhold the said amount, the 2 nd respondent denies the said contention and specifically contends that the petitioners were not entitled to withhold the said amount of Rs.6,37,200/-, which was liable to be paid by them to him as claimed and demanded by him in the email correspondence referred to supra; it follows therefrom that the said dispute which has been referred to in detail in the complaint would not disclose the commission of the alleged offences by the petitioners and instead, the allegations made by the 2 nd respondent in this regard would clearly partake the nature, character, colour and flavour of a civil dispute, which is sought to be converted into a criminal dispute by the 2 nd respondent, which is impermissible in law. 13. A perusal of the material on record will also indicate that while on one hand, the petitioners contend that in addition to Rs.20,54,029/- transferred by them in favour of the 2 nd respondent on 17.11.2023 after deducting Rs.6,37,200/- towards club membership charges, petitioners once again transferred an additional sum of Rs.20,54,029/- in favour of the 2 nd respondent on 29.11.2023, due to oversight and inadvertence and that the same was liable to be refunded back to the petitioners. On the other hand, the 2 nd respondent would dispute the said claim of the petitioners and instead contend that he was entitled to retain the said amount, which belonged to him and was not liable to refund/repay the said amount back to the petitioners as claimed by them; even this dispute regarding payment/refund of Rs.20,54,029/- by the petitioners to the 2 nd respondent on 29.11.2022 is essentially, predominantly and overwhelmingly a civil/monetary/financial dispute, which is sought to be given a criminal colour / flavour by the 2 nd respondent, which is impermissible in law, especially in the light of several email correspondence between the parties in this regard prior to the impugned complaint / FIR, which contain allegations and counter- allegations made by both parties against each other in relation to the said amounts and on this score also, the impugned proceedings qua all accused persons deserve to be quashed. 14. In the above context, it would be apposite to refer to the correspondence between the petitioners and the 2 nd respondent prior to 06.02.2024, when the impugned complaint was filed by him, which is as under: We are in receipt of your resignation dated October 17 (both by mail and in the system). We would like to inform you that your resignation has been accepted in the system and also vide this mail/letter. Please note that we are relieving you of your duties with immediate effect. Your recorded last day of employment with rd the Company will be 23 of October, 2023. The company will pay you for the remaining of your notice period as due from the date of your resignation. The notice period as per your offer letter was of 3 months, and based on your resignation date, you would be paid for the dues thus calculated. You will also be paid any other dues arising out of leave encashment or other terms based on your employment. Please note that your Full and Final Settlement with all the dues to be paid out will be subject to your handing over all the company assets (computer/Identity card, visiting cards, etc.) at the respective office. We would request you to visit the office and submit the assets with the relevant HR and IT folks. Please note that your Full and Final Settlement with all the dues to be paid out will be subject to your handing over all the company assets (computer/Identity card, visiting cards, etc.) at the respective office. We would request you to visit the office and submit the assets with the relevant HR and IT folks. Please note that you are bound by the terms of the Non- Disclosure Agreement dated 6th August 2018 executed between you and the Company and we request you to take note of the same. Thank you, HROps Team However, I would like to bring the following facts and circumstances of my forced resignation to victimize me with prejudice and conspiracy I joined the Play Games24x7 Pvt Ltd (Company) as Head of Legal, to handle contracts, litigation and IPR, on 6 August 2018. At the time of joining, I had signed the appointment letter only. I was appointed after due satisfaction of the Company purely on merit post several rounds of interview and successful demonstration of my strong knowledge and skills on case study analysis of various high court and supreme court judgments. Company has the process of annual assessment and appraisal of performance for the April to next March every year. The appraisal used to be done by the manager and manager's manger, the CEO and the final ratings are decided. Since my appointment till March 2022, my performance was excellent with high ratings. In recognition of my performance, commitment, integrity and deliverables, I was regularly awarded bonus, increment, promotion, esops, etc. to retain the talent. Till July/August - 2022, I continued to handle contracts, litigation and IPR along with enforcement Sameer Chugh joined in August – 2022. He had several short comings and poor skills. Solely to suppress his short coming, he began to show me in poor light eventually victimise, humiliate and harass me eventually, he had stripped me from my core skills of contract management, litigation and IPR, and confined me with the assignment of handling enforcement, which I was not qualified nor was it my core skills. In the interest of the Company, I continued with the assignment and despite my best effort he had regularly humiliated and harassed me complaining about incompetency. In the interest of the Company, I continued with the assignment and despite my best effort he had regularly humiliated and harassed me complaining about incompetency. Such being the case, in April 2023, he (Sameer) had rated me poorly against my self-rating to victimise me such that I don’t get any bonus or increment and instructed me through HR to increase / improve the ratings of others while rating me lower than 3. Conversation (on 3 April 2023 @ 1.36 pm) of instructions to improve the ratings of others is attached here for immediate reference. I had also written an email to him seeking clarification on my ratings and victimisation with copy to ceos which did not elicit any response from none. This resulted in victimising me by conspiracy of Sameer in connivance with HR. I continued to focus on my work as per the guidance and instructions of Sameer despite which he continued to humiliate me with personal remarks comments and abuses on me, my bring up, regional comments, my background and community. Since HR was hand in glove with Sameer as per the conversation attached and higher ups remained mute to my email I did not raise this issue anticipating nothing change with a belief that there is some weakness exposed to Sameer and therefore their hands are tied. As a result of which, I was not given increment and appraisal for the first time eversince my joining. In addition to the above, I was subjected to further humiliation and victimisation by Sameer by constantly taunting me of incompetency and inability to deliver for his illegal and impossible demand and targets viz., • BANK FREEZE BY TRICHY CYBER POLICE MATTER : He (Sameer) alleged me of failure to influence the SP in defreezing Company account and further alleged me of failure to get the Addl. SP and Inspector fired from their jobs for freezing the Company’s axis bank account and abusing the above officials using profanity which was overheard by officers. • CID NOTICE ON CRYPOTO CURRENCY AND HACKING SCAM MATTER : He (Sameer) alleged me of incompetency to influence the investigation before CID from investigating the matter and not subject the Company or its officials in investigation or interrogation. • CID NOTICE ON CRYPOTO CURRENCY AND HACKING SCAM MATTER : He (Sameer) alleged me of incompetency to influence the investigation before CID from investigating the matter and not subject the Company or its officials in investigation or interrogation. Again, in this matter while I was sitting before a senior IPS officer he had abused the senior officers of police department using profanity which was also overheard by them. • SARVESH ANAND CASE : He (Sameer) alleged me of incompetency to fix and frame Sarvesh Anand in a false case for data theft/ source code theft and get his house searched without out the process of law and search warrant, post his resignation to avenge him, who had resigned due victimisation and not giving him fair rating during appraisal and humiliation by his manager. This was subsequent to humiliating him by show cause notice, disciplinary proceedings, etc. • INFORMATION TO TAMIL NADU CBCID ON SEVERAL SUICIDES : He (Sameer) alleged me of incompetence when I recommended to furnish details sought by various CBCID police from Vellore, Coimbatore, Tirupur, etc. who were investigation suicides of players registered on the Company’s platform purported to have been addicted to gambling and committed suicide as result of loss due to gambling. • GARIMA SURI WRONG TDS DECUCTION CASE : He (Sameer) alleged me of incompetence in not getting the FIR registered when CEN police in Bangalore informed us that they cannot register the same due to technical reasons. • ALLEGATION OF INTELLIGENCE FAILURE ON BANK ACCOUNT FREEZING BY TRICHY POLICE • ALLEGATION OF INTELLIGENCE FAILURE ON change of rooster at Madurai bench at Madras High court at Madurai from Justice Nagarjuna to Justice Illangovan claiming that he knew Justice Nagarjuna and can get a favourable order in one hour while Justice Illangovan was adverse to gambling and rummy • ALLEGATION OF INTELLIGENCE FAILURE ON BANGALORE CID NOTICE to company in Cr. No.153 / 2020 in the multi-crore cryptocurrency / bitcoins investigation • ALLEGATION OF INTELLIGENCE FAILURE ON VISIT BY GST AUTHORITIES at Bangalore office These are recent few instances of illegal and impossible targets set as benchmark for my competency. A detailed list of several other instances shall be shared with appropriate time. - on 16 October 2023, he (Sameer) forced to resign on the ground of GST impact and cost pressures, failing which I was threatened with face the consequences. A detailed list of several other instances shall be shared with appropriate time. - on 16 October 2023, he (Sameer) forced to resign on the ground of GST impact and cost pressures, failing which I was threatened with face the consequences. He informed that Vikrant had a big roll in getting me out. Thus, the claims of Sameer about Vikrant’s role and call conversation attached clearly demonstrates the connivance of each other. I asked for one weeks’ time to revert but was denied any time citing Thampy has given a mandate to close my matter. Therefore, I was constrained to resign on the wee hours of 17 October 2023, which was accepted immediately. - He (Sameer) called me on 18 October 2023 and again abused on my upbringing, family and personal on community - On 19 October 2023, Vikrant called me and informed that my email access and computer is already blocked. - On 21 October 2023 Saturday, Vikrant sent me a whatsapp message : “Hey Prabhu, Sameer and I would like to meet you at office tomorrow around 11am. Hope you can come. Following that we would also like to meet Srinivas and Subhash around 11.30. Would you be able to inform them also as I don’t have their number” I replied : “Vikrant, I don’t trust you guys as I was forced to exit which was well planned by you guys. I cant even dream of trusting Sameer particularly, he is a biggest lier I have ever known. He is also biggest humiliator and manipulator. When you guys : i. cannot give me time of one week-10days to think but forced me to act on the very same day on 16 October 2023 to resign. Sameer informed me that you had a big role in it. ii. Getting a replacement for me appointed and joining the same day without any clue to me iii. Upon me rendering my resignation on 17 October 2023 accepting it in no time demonstrates the desperation iv. On 19 October 2023 @ around 8.40 am on whatsapp, you call me and inform about blocking my access to emails, attendance, etc. and instructing me to not come to office for 3 months’ notice period and notice period Salary will be remitted. It is your regular practice to make allegations of data theft post resignation to harass employees which you did recently with Sarvesh Anand. and instructing me to not come to office for 3 months’ notice period and notice period Salary will be remitted. It is your regular practice to make allegations of data theft post resignation to harass employees which you did recently with Sarvesh Anand. Enough of humiliation and sufferings that I have had. You guys had victimised me in last appraisal too. Is this the way you guys treat someone who honestly served the Company for 5 plus years, risking my life while dealing with several suicide cases, CID, etc. to safeguard the Company? All things were well planned to victimse me. Therefore, I don’t trust anyone. However, I can meet or speak to someone who is trustworthy and reliable.” Vikrant reply : “Ok if you don’t wish to meet. There is no one else to meet. We shall perhaps then need to communicate on phone unless you don’t wish to do that” - As regards the NDA, I don’t recall signing any such thing on any non-judicial stamp paper. Though not admitting, assuming for a moment, if there is something the copy of the same was not furnished to me at the time of appointment or thereafter along with my appointment letter nor was it signed with my knowledge. Having said that, knowing well about draft NDA which you were using it for vendors the language of the same were arbitrary, unfair and against the principles of natural justice. Even otherwise, it is needless to say that the NDA cannot bind me to exercise my rights, career progression, furnishing information to law enforcement, regulatory assisting / co-operating with investigation, to protect my interest, to seek justice, etc. If I may ask, was there no NDA with those employees who left in the past and joined the competitors or conveniently turned a blind eye?? Following are a few names that comes to immediately : • Dharshan S. from HR dept joined MPL games • Murali Yamsani joined Winzo games • Shraddha Patiljoined joined Dream11 gaming company • Himanshu Garg joined Junglee Games • Joel Dsouza joined Junglee Games • Abhishek Bharati joined Junglee Games Have you enforced the NDA against them or there is no NDA at all? I have already handed over the Company assets - laptop and ID card. I have already handed over the Company assets - laptop and ID card. Under the circumstances, you shall furnish the following asap • 17 days Salary for the month of October 2023 • 3 months’ notice period full salary since I was ready and willing to serve the notice period • Full leave wages for the 2023 • Form 16 for 2023-24 • Gratuity • 2.5 lacs of tax which is wrongly deposited by the company for the period 2022-23 which is not reflected in my Form 16 but gave me details about the remittance without reflecting my PAN details to file my IT returns. Now, I have received a demand notice from IT for short payment of the same. • Esops • Salary slips from Sept 2023 onwards • Service certificate • Relieving letter • PF release letter Regards, Subject: Mail for Prabhu Mr. Prabhu Vijaykumar We are in receipt of your resignation dated October 17th (both by mail and in the system). We would like to inform you that your resignation has been accepted in the system and also vide this mail/letter. Please note that we are relieving you of your duties with immediate effect. Your recorded last day of employment with the Company will be 23rd of October, 2023. The company will pay you for the remaining of your notice period as due from the date of your resignation. The notice period as per your offer letter was of 3 months, and based on your resignation date, you would be paid for the dues thus calculated. You will also be paid any other dues arising out of leave encashment or other terms based on your employment. Please note that your Full and Final Settlement with all the dues to be paid out will be subject to your handing over all the company assets (computer/Identity card, visiting cards, etc.) at the respective office. We would request you to visit the office and submit the assets with the relevant HR and IT folks. Please note that you are bound by the terms of the Non- Disclosure Agreement dated 6th August 2018 executed between you and the Company and we request you to take note of the same. Thank you, HROps Team Hi Prabhu, Trust you have received October salary & gratuity in your account on 30-Oct itself. Please note that you are bound by the terms of the Non- Disclosure Agreement dated 6th August 2018 executed between you and the Company and we request you to take note of the same. Thank you, HROps Team Hi Prabhu, Trust you have received October salary & gratuity in your account on 30-Oct itself. Please do check your account and let us know if you have any questions. I am listing down the status on each of the items highlighted by you for better tracking. Also adding Anushka & Vishal as they would help us with the F&F process. 17 days Salary for the month of October 2023 – Paid (for the entire October month) on 30-Oct Gratuity – Paid on 30-Oct 3 months’ notice period full salary since I was ready and willing to serve the notice period – Will be done with FF Full leave wages for the 2023 – will be done with FF Form 16 for 2023-24 – Form 16 is generated in Jun/Jul of next year; Provisional tax sheet for 2023-24 shall be shared with you. I will direct our accounts team to share it with you. 2.5 lacs of tax which is wrongly deposited by the company for the period 2022-23 which is not reflected in my Form 16 but gave me details about the remittance without reflecting my PAN details to file my IT returns. Now, I have received a demand notice from IT for short payment of the same. – I understand our accounts team (Bhushan Ingle / Vishal Patel) is already in touch with you. Shall check the status and close the loop. Esops – Will have your login credentials moved to your personal ID (vprabhuv@ rediffmail.com). Shall confirm once done Salary slips from Sept 2023 onwards – Will direct accounts team to share with you. Service certificate –This shall be shared post F&F. Relieving letter – This shall be shared post FF PF release letter – Let me know what exactly is needed. If the purpose if for you to withdraw or transfer the PF, that activity has to be initiated by you. Best Regards, Puneett Raheja Noted. My comments to your response in blue • 17 days Salary for the month of October 2023 – Paid (for the entire October month) on 30-Oct - have received some payment. If the purpose if for you to withdraw or transfer the PF, that activity has to be initiated by you. Best Regards, Puneett Raheja Noted. My comments to your response in blue • 17 days Salary for the month of October 2023 – Paid (for the entire October month) on 30-Oct - have received some payment. Furnish break up of the same • Gratuity – Paid on 30-Oct - same as above • 3 months’ notice period full salary since I was ready and willing to serve the notice period – Will be done with F&F - when is this expected, I expect this to the done by this week since nothing is pending • Full leave wages for the 2023 – will be done with F&F - same as above • Form 16 for 2023-24 – Form 16 is generated in Jun/Jul of next year; Provisional tax sheet for 2023-24 shall be shared with you. I will direct our accounts team to share it with you.- same as above • 2.5 lacs of tax which is wrongly deposited by the company for the period 2022-23 which is not reflected in my Form 16 but gave me details about the remittance without reflecting my PAN details to file my IT returns. Now, I have received a demand notice from IT for short payment of the same. – I understand our accounts team (Bhushan Ingle / Vishal Patel) is already in touch with you. Shall check the status and close the loop. - This is going on since June/July 2023 with lukewarm response despite repeated follow up from me. Now, I have received a demand notice for the IT department. This needs a immediate resolution in a day or two. Either you (i) deposit the tax demanded directly to the department along with interest or (ii) furnish a fresh form 16 with correct remittance before Thursday/Friday latest. • Esops – Will have your login credentials moved to your personal ID (vprabhuv@rediffmail.com). Shall confirm once done - I would prefer a buyback as done with Siddarth Banerjee, Sandeep Agarwal, etc. and do a cash out to me. • Salary slips from Sept 2023 onwards – Will direct accounts team to share with you. • Esops – Will have your login credentials moved to your personal ID (vprabhuv@rediffmail.com). Shall confirm once done - I would prefer a buyback as done with Siddarth Banerjee, Sandeep Agarwal, etc. and do a cash out to me. • Salary slips from Sept 2023 onwards – Will direct accounts team to share with you. I expect this to the done immediately • Service certificate – This shall be shared post F&F. - I have received this by email today though F&F is not done still. Share the hard copies by courier. • Relieving letter – This shall be shared post F&F - same as above • PF release letter – Let me know what exactly is needed. If the purpose if for you to withdraw or transfer the PF, that activity has to be initiated by you. - got it. since there is 2 months time required for withdrawal. will revert on this in due course. Regards, Hi Prabhu, Trust you have received October salary & gratuity in your account on 30-Oct itself. Please do check your account and let us know if you have any questions. I am listing down the status on each of the items highlighted by you for better tracking. Also adding Anushka & Vishal as they would help us with the F&F process. 17 days Salary for the month of October 2023 – Paid (for the entire October month) on 30-Oct Gratuity – Paid on 30-Oct 3 months’ notice period full salary since I was ready and willing to serve the notice period – Will be done with FF Full leave wages for the 2023 – will be done with FF Form 16 for 2023-24 – Form 16 is generated in Jun/Jul of next year; Provisional tax sheet for 2023-24 shall be shared with you. I will direct our accounts team to share it with you. 2.5 lacs of tax which is wrongly deposited by the company for the period 2022-23 which is not reflected in my Form 16 but gave me details about the remittance without reflecting my PAN details to file my IT returns. Now, I have received a demand notice from IT for short payment of the same. – I understand our accounts team (Bhushan Ingle / Vishal Patel) is already in touch with you. Shall check the status and close the loop. Now, I have received a demand notice from IT for short payment of the same. – I understand our accounts team (Bhushan Ingle / Vishal Patel) is already in touch with you. Shall check the status and close the loop. Esops – Will have your login credentials moved to your personal ID (vprabhuv@ rediffmail.com). Shall confirm once done Salary slips from Sept 2023 onwards – Will direct accounts team to share with you. Service certificate – This shall be shared post FF Relieving letter – This shall be shared post FF PF release letter – Let me know what exactly is needed. If the purpose if for you to withdraw or transfer the PF, that activity has to be initiated by you. Best Regards, Puneett Raheja Hi Prabhu, Your Service certificate and experience letter have been couriered to you today (ref attached screenshot for courier details). Sharing below the status of items raised by you. On the pending items (F&F and Tax issue), expect updates from our Finance team (Amit Chiplunkar & Vishal Patel). In case you need any further help, please do let me know. Closed • 17 days Salary for the month of October 2023 • Gratuity • ESops to be mapped to your personal ID – marked you on a separate email with Vishal Sachdev • Salary slips from Sept 2023 onwards • Service Certificate & Relieving Letter With FF • 3 months’ notice period full salary since I was ready and willing to serve the notice period • Full leave wages for the 2023 • Form 16 for 2023-24 ; Provisional tax sheet will be shared post FF Tax issue • 2.5 lacs of tax which is wrongly deposited by the company for the period 2022-23 which is not reflected in my Form 16 but gave me details about the remittance without reflecting my PAN details to file my IT returns. Now, I have received a demand notice from IT for short payment of the same. – I understand our accounts team (Bhushan Ingle / Vishal Patel) is already in touch with you. Shall check the status and close the loop. - This is going on since June/July 2023 with lukewarm response despite repeated follow up from me. Now, I have received a demand notice for the IT department. This needs a immediate resolution in a day or two. Shall check the status and close the loop. - This is going on since June/July 2023 with lukewarm response despite repeated follow up from me. Now, I have received a demand notice for the IT department. This needs a immediate resolution in a day or two. Either you (i) deposit the tax demanded directly to the department along with interest or (ii) furnish a fresh form 16 with correct remittance before Thursday/Friday latest. (Prabhu Sir We are currently working on your income tax rectification on the income tax portal. As soon as it's resolved, we will confirm with you promptly. ) No action due from our end • PF release letter – Let me know what exactly is needed. If the purpose if for you to withdraw or transfer the PF, that activity has to be initiated by you. - got it. since there is 2 months time required for withdrawal. will revert on this in due course. Best Regards, Puneett Raheja Subject: Re: Prabhu FF Hi Prabhu Sir, Thanks for the email, Please find below replies inline in yellow. • 17 days Salary for the month of October 2023 – Paid (for the entire October month) on 30-Oct - have received some payment. Furnish break up of the same • Gratuity – Paid on 30-Oct - same as above (Please find the attached payslip for your reference) • 3 months’ notice period full salary since I was ready and willing to serve the notice period – Will be done with F&F - when is this expected, I expect this to the done by this week since nothing is pending • Full leave wages for the 2023 – will be done with F&F -same as above • Form 16 for 2023-24 – Form 16 is generated in Jun/Jul of next year; Provisional tax sheet for 2023-24 shall be shared with you. I will direct our accounts team to share it with you.- same as above • 2.5 lacs of tax which is wrongly deposited by the company for the period 2022-23 which is not reflected in my Form 16 but gave me details about the remittance without reflecting my PAN details to file my IT returns. Now, I have received a demand notice from IT for short payment of the same. – I understand our accounts team (Bhushan Ingle / Vishal Patel) is already in touch with you. Now, I have received a demand notice from IT for short payment of the same. – I understand our accounts team (Bhushan Ingle / Vishal Patel) is already in touch with you. Shall check the status and close the loop. - This is going on since June/July 2023 with lukewarm response despite repeated follow up from me. Now, I have received a demand notice for the IT department. This needs a immediate resolution in a day or two. Either you (i) deposit the tax demanded directly to the department along with interest or (ii) furnish a fresh form 16 with correct remittance before Thursday/Friday latest. (Prabhu Sir We are currently working on your income tax rectification on the income tax portal. As soon as it's resolved, we will confirm with you promptly. ) • Esops – Will have your login credentials moved to your personal ID (vprabhuv@ rediffmail.com).Shall confirm once done - I would prefer a buyback as done with Siddarth Banerjee, Sandeep Agarwal, etc. and do a cash out to me. • Salary slips from Sept 2023 onwards – Will direct accounts team to share with you. I expect this to the done immediately (Please find the attached payslip for the period of April 2023 to October 2023 for your reference. We will share your final settlement (F&F) and tax sheet once it's ready.) • Service certificate – This shall be shared post F&F. - I have received this by email today though F&F is not done still. Share the hard copies by courier. • Relieving letter – This shall be shared post F&F - same as above • PF release letter – Let me know what exactly is needed. If the purpose if for you to withdraw or transfer the PF, that activity has to be initiated by you. - got it. since there is 2 months time required for withdrawal. will revert on this in due course. On Tue, Nov 7, 2023 at 7:43 PM prabhu v rediffmail.com> wrote: Noted. My comments to your response in blue • 17 days Salary for the month of October 2023 – Paid (for the entire October month) on 30-Oct - have received some payment. since there is 2 months time required for withdrawal. will revert on this in due course. On Tue, Nov 7, 2023 at 7:43 PM prabhu v rediffmail.com> wrote: Noted. My comments to your response in blue • 17 days Salary for the month of October 2023 – Paid (for the entire October month) on 30-Oct - have received some payment. Furnish break up of the same • Gratuity – Paid on 30-Oct - same as above • 3 months’ notice period full salary since I was ready and willing to serve the notice period – Will be done with F&F - when is this expected, I expect this to the done by this week since nothing is pending • Full leave wages for the 2023 – will be done with F&F - same as above • Form 16 for 2023-24 – Form 16 is generated in Jun/Jul of next year; Provisional tax sheet for 2023-24 shall be shared with you. I will direct our accounts team to share it with you.- same as above • 2.5 lacs of tax which is wrongly deposited by the company for the period 2022-23 which is not reflected in my Form 16 but gave me details about the remittance without reflecting my PAN details to file my IT returns. Now, I have received a demand notice from IT for short payment of the same. – I understand our accounts team (Bhushan Ingle / Vishal Patel) is already in touch with you. Shall check the status and close the loop. - This is going on since June/July 2023 with lukewarm response despite repeated follow up from me. Now, I have received a demand notice for the IT department. This needs a immediate resolution in a day or two. Either you (i) deposit the tax demanded directly to the department along with interest or (ii) furnish a fresh form 16 with correct remittance before Thursday/Friday latest. Esops – Will have your login credentials moved to your personal ID (vprabhuv@ rediffmail.com). Shall confirm once done - I would prefer a buyback as done with Siddarth Banerjee, Sandeep Agarwal, etc. and do a cash out to me. • Salary slips from Sept 2023 onwards – Will direct accounts team to share with you. Esops – Will have your login credentials moved to your personal ID (vprabhuv@ rediffmail.com). Shall confirm once done - I would prefer a buyback as done with Siddarth Banerjee, Sandeep Agarwal, etc. and do a cash out to me. • Salary slips from Sept 2023 onwards – Will direct accounts team to share with you. I expect this to the done immediately • Service certificate – This shall be shared post F&F. - I have received this by email today though F&F is not done still. Share the hard copies by courier. • Relieving letter – This shall be shared post F&F - same as above • PF release letter – Let me know what exactly is needed. If the purpose if for you to withdraw or transfer the PF, that activity has to be initiated by you. - got it. since there is 2 months time required for withdrawal. will revert on this in due course. Regards, Hi Prabhu, Trust you have received October salary & gratuity in your account on 30-Oct itself. Please do check your account and let us know if you have any questions. I am listing down the status on each of the items highlighted by you for better tracking. Also adding Anushka & Vishal as they would help us with the F&F process. • 17 days Salary for the month of October 2023 – Paid (for the entire October month) on 30-Oct • Gratuity – Paid on 30-Oct • 3 months’ notice period full salary since I was ready and willing to serve the notice period – Will be done with FF • Full leave wages for the 2023 – will be done with FF • Form 16 for 2023-24 – Form 16 is generated in Jun/Jul of next year; Provisional tax sheet for 2023-24 shall be shared with you. I will direct our accounts team to share it with you. • 2.5 lacs of tax which is wrongly deposited by the company for the period 2022-23 which is not reflected in my Form 16 but gave me details about the remittance without reflecting my PAN details to file my IT returns. Now, I have received a demand notice from IT for short payment of the same. – I understand our accounts team (Bhushan Ingle / Vishal Patel) is already in touch with you. Shall check the status and close the loop. Now, I have received a demand notice from IT for short payment of the same. – I understand our accounts team (Bhushan Ingle / Vishal Patel) is already in touch with you. Shall check the status and close the loop. • Esops – Will have your login credentials moved to your personal ID (vprabhuv@ rediffmail.com). Shall confirm once done • Salary slips from Sept 2023 onwards – Will direct accounts team to share with you. Service certificate – This shall be shared post F&F. • Relieving letter – This shall be shared post FF • PF release letter – Let me know what exactly is needed. If the purpose if for you to withdraw or transfer the PF, that activity has to be initiated by you. Best Regards, Puneett Raheja -- Best Regards, Vishal Patel Associate Manager - Accounts Play Games24x7 Private Limited 5th Floor, Central(B) Wing, Nesco IT Park, Tower 4, Western Express Highway, Goregaon(East) Mumbai - 400063 9867282263 Annexure-25 Ref:HO/HR/RL/23-10-2023 23.10.2023 Subject:- Relieving letter Dear Mr/Ms. Prabhu Vijayakumar, This is to confirm that your resignation has been accepted and you will be relieved from the services of the company with the close of working hours on 23-10-2023. There are no further dues against you. We thank you for your services to PLAY GAMES24X7 PVT LTD- INDIA and we wish you the very best for your future endeavours. Sincerely, For PLAY GAMES24X7 PVT LTD-INDIA Sd/- Vikrant Goyal (Vice President – Human Resources) Annexure-26 My responses on Pending Issues are as follows : BUY BACK OF ESOPS: In response to your reply, I believe ESOPS of former employees Siddarth Banerjee, Sandeep Agarwala, etc were bought back by the company post their resignation. May I understand the circumstances of buy back in their case?? I understand you may have some limitations in taking the decision on the same, in that case, I would like the directors to clarify the same before I knock the doors of others including the regulatory for the discrimination and double standard (in addition to discrimination and victimisation so far as per audio shared in earlier on 3 November 2023 which is only a tip of the ice burg) and series of discrimination, double standards and injustice caused to me so far. I therefore request you to share the email address of M/s. Rajarangamani Gopalan (DIN: 01624555), Jonathan Sawyer (DIN: 05148896), Frederick Emmer Pollock (DIN : 05167690) & John Scott Salter (DIN: 08579331). Further, there has been instances in the past of forfeiting the ESOPs from the employees with purported SCN / DE. I therefore have no trust particularly with the facts and circumstances narrated in my earlier communication and protection given to mischiefs, disparity and conduct of HR and Sameer in connivance with each other and complete silence of seniors/ceo's like the way they used to remain for emails from players on suicide notes. Though remained silent simultaneously engaged detective agency to do a thorough background verification of the players who posed treat of suicide and or committed suicide due to huge losses on your platform as a result of addiction in gambling. Further to absorb any back lash arising out of such tragedies, company also engages retired officers as consultants whom Sameer has constantly abused with distasteful language and disrepute for lack of return on their investment and poor intelligence which they have a clear information. Such abuse, contempt to all the retired senior officers of high repute who are Consultants and tyrant conduct of Sameer seems to be fully backed, authorised and ratified by the management by the acts or omissions so far. DISCREPENCY IN FORM 16 RESULTING IN MISMATCH WITH AS 26 : I reiterate that i have been following up on this since June 2023 before filing my ITR. Your team assured to get the same rectified and revert in a week to fortnight with a strong recommendation to file the ITR as the date was nearing deadline to avoid penalty but no response since then till, I followed up about month and half ago post receipt of the demand notice from department following the mismatch between Form 16 issued and AS 26. This clearly demonstrates their goof up. Hence, I had suggested to deposit the demand amount in my earlier email dated 7 November 2023 which is not done. Clearly, there is no action from your end as suggested to end the chaos. This clearly demonstrates their goof up. Hence, I had suggested to deposit the demand amount in my earlier email dated 7 November 2023 which is not done. Clearly, there is no action from your end as suggested to end the chaos. Though Sameer did not give time of one week to 10 days and forced me to resign and acted with lightning speed in accepting the forced resignation, I have been magnanimous enough to be patient so far by giving good enough time for resolution demonstrating my maturity without reacting in haste like the way you have. BEING PENNYWISE POUND FOOLISH - several loyal players who have played for lakhs and crores have committed suicides with no respite not even a response at the least citing you are only earning a platform fee and under the garb of your sponsored counselling. In addition, you have victimised employees like me with coercion to GST and cost pressures. Whereas, you would pay 5 crores per year to Hrithik Roshan and couple of crores to Sudeep, etc but not take assets / get the shoot done from them fearing their dissent to continuing with the company. Is this your wisdom and reward for loyal to the society, loyal players and committed employees like me? May be company has short memory about my risks and life threats I encountered for being loyal to the company in addition to facing the enquiry of suicide attempt by a player at malad office after dousing petrol and was about to ignite himself due to loss in gambling which was enquired Bangur Nagar Police. Considering the various life threats I had, company had contemplated to get the security arranged and sponsor for gun licence for my protection. IRREGULARITY IN RELIEVING LETTER AND SERVICE LETTER USE OF SCANNED SIGNATURES : I had received the relieving letter and service letter by courier on 11 November 2023 which has invisible signature of the signatory designated as Human Resource officer. On 7 Nov which 2023, these letters were sent on mail designated to have been signed by VP HR. I had requested the hard copies of the same to be couriered and I received the hard copies with invisible signature and change is designation. On 7 Nov which 2023, these letters were sent on mail designated to have been signed by VP HR. I had requested the hard copies of the same to be couriered and I received the hard copies with invisible signature and change is designation. I know that scan of the signatures is affixed on various documents which requires signatures including that of directors even in documents for filings but you guys used to do a colour scan. Now it has improved, where the scan of the sign is not visible. The least is to have it physically signed. Can I get the properly signed letters without any variation in the content and language ? SHORT PAYMENT OF F& F : I expected the full 3 months salary of notice period and full leave wages accumulated and accrued. You had also affirmed the same in your email dated 23 Oct 2023. However it seems there is a short payment with an attempt to harass with a clear abuse of authority. I would like to clarify that I have not given my concurrence or authorisation or undertaking for any deductions except statutory deductions (TDS). I don't have any dues to your organisation which is also affirmed by you in your relieving letter dated 23.10.2023. Such being the case where is shortfall?? Despite my patience subsuming all your harassments and victimisation, you seem to be in no mood to stop harassing. Are all these deliberate goof ups deliberate to add insult to injury or is that normal by known standards of diligence? I reiterate that I was not given one week to 10 days time but forced to resign and acted with lightning speed in accepting the forced resignation. Despite this, I have been magnanimous enough and patient so far by giving good enough time for resolution without reacting in haste like the way you have. The palpable instances of irregularities highlighted so far is only a tip of the ice burg. Under the circumstances, I have no option but to blow the lid off by responding to the demand notice of tax depart with intimation looping ED, Regulatory, Enforcement, Home dept, Law & Justice dept along with supporting and details of all those jointly, severally and vicariously liable, to protect my interest and for a thorough investigation by a national agency, commensurate to ED to investigate all irregularities. Regards, Subject: Re: Prabhu FF Hi Prabhu Sir, Thanks for the email, Please find below replies inline in yellow. 17 days Salary for the month of October 2023 – Paid (for the entire October month) on 30-Oct - have received some payment. Furnish break up of the same • Gratuity – Paid on 30-Oct - same as above (Please find the attached payslip for your reference) • 3 months’ notice period full salary since I was ready and willing to serve the notice period – Will be done with F&F - when is this expected, I expect this to the done by this week since nothing is pending • Full leave wages for the 2023 – will be done with F&F - same as above • Form 16 for 2023-24 – Form 16 is generated in Jun/Jul of next year; Provisional tax sheet for 2023-24 shall be shared with you. I will direct our accounts team to share it with you.- same as above • 2.5 lacs of tax which is wrongly deposited by the company for the period 2022-23 which is not reflected in my Form 16 but gave me details about the remittance without reflecting my PAN details to file my IT returns. Now, I have received a demand notice from IT for short payment of the same. – I understand our accounts team (Bhushan Ingle / Vishal Patel) is already in touch with you. Shall check the status and close the loop. - This is going on since June/July 2023 with lukewarm response despite repeated follow up from me. Now, I have received a demand notice for the IT department. This needs a immediate resolution in a day or two. Either you (i) deposit the tax demanded directly to the department along with interest or (ii) furnish a fresh form 16 with correct remittance before Thursday/Friday latest. (Prabhu Sir We are currently working on your income tax rectification on the income tax portal. As soon as it's resolved, we will confirm with you promptly. ) • Esops – Will have your login credentials moved to your personal ID (vprabhuv@rediffmail.com). Shall confirm once done - I would prefer a buyback as done with Siddarth Banerjee, Sandeep Agarwal, etc. and do a cash out to me. • Salary slips from Sept 2023 onwards – Will direct accounts team to share with you. ) • Esops – Will have your login credentials moved to your personal ID (vprabhuv@rediffmail.com). Shall confirm once done - I would prefer a buyback as done with Siddarth Banerjee, Sandeep Agarwal, etc. and do a cash out to me. • Salary slips from Sept 2023 onwards – Will direct accounts team to share with you. I expect this to the done immediately (Please find the attached payslip for the period of April 2023 to October 2023 for your reference. We will share your final settlement (F&F) and tax sheet once it's ready.) • Service certificate – This shall be shared post F&F. - I have received this by email today though F&F is not done still. Share the hard copies by courier. • Relieving letter – This shall be shared post F&F - same as above • PF release letter – Let me know what exactly is needed. If the purpose if for you to withdraw or transfer the PF, that activity has to be initiated by you. - got it. since there is 2 months time required for withdrawal. will revert on this in due course. Noted. My comments to your response in blue 17 days Salary for the month of October 2023 – Paid (for the entire October month) on 30-Oct - have received some payment. Furnish break up of the same • Gratuity – Paid on 30-Oct - same as above • 3 months’ notice period full salary since I was ready and willing to serve the notice period – Will be done with F&F - when is this expected, I expect this to the done by this week since nothing is pending • Full leave wages for the 2023 – will be done with F&F - same as above • Form 16 for 2023-24 – Form 16 is generated in Jun/Jul of next year; Provisional tax sheet for 2023-24 shall be shared with you. I will direct our accounts team to share it with you.- same as above • 2.5 lacs of tax which is wrongly deposited by the company for the period 2022-23 which is not reflected in my Form 16 but gave me details about the remittance without reflecting my PAN details to file my IT returns. Now, I have received a demand notice from IT for short payment of the same. Now, I have received a demand notice from IT for short payment of the same. – I understand our accounts team (Bhushan Ingle / Vishal Patel) is already in touch with you. Shall check the status and close the loop. - This is going on since June/July 2023 with lukewarm response despite repeated follow up from me. Now, I have received a demand notice for the IT department. This needs a immediate resolution in a day or two. Either you (i) deposit the tax demanded directly to the department along with interest or (ii) furnish a fresh form 16 with correct remittance before Thursday/Friday latest. • Esops – Will have your login credentials moved to your personal ID (vprabhuv@rediffmail.com). Shall confirm once done - I would prefer a buyback as done with Siddarth Banerjee, Sandeep Agarwal, etc. and do a cash out to me. • Salary slips from Sept 2023 onwards – Will direct accounts team to share with you. I expect this to the done immediately • Service certificate – This shall be shared post F&F. - I have received this by email today though F&F is not done still. Share the hard copies by courier. • Relieving letter – This shall be shared post F&F - same as above • PF release letter – Let me know what exactly is needed. If the purpose if for you to withdraw or transfer the PF, that activity has to be initiated by you. - got it. since there is 2 months time required for withdrawal. will revert on this in due course. Regards, Subject: Prabhu FF Hi Prabhu, Trust you have received October salary & gratuity in your account on 30-Oct itself. Please do check your account and let us know if you have any questions. I am listing down the status on each of the items highlighted by you for better tracking. Also adding Anushka & Vishal as they would help us with the F&F process. Please do check your account and let us know if you have any questions. I am listing down the status on each of the items highlighted by you for better tracking. Also adding Anushka & Vishal as they would help us with the F&F process. • 17 days Salary for the month of October 2023 – Paid (for the entire October month) on 30-Oct • Gratuity – Paid on 30-Oct • 3 months’ notice period full salary since I was ready and willing to serve the notice period – Will be done with FF • Full leave wages for the 2023 – will be done with FF • Form 16 for 2023-24 – Form 16 is generated in Jun/Jul of next year; Provisional tax sheet for 2023-24 shall be shared with you. I will direct our accounts team to share it with you. • 2.5 lacs of tax which is wrongly deposited by the company for the period 2022-23 which is not reflected in my Form 16 but gave me details about the remittance without reflecting my PAN details to file my IT returns. Now, I have received a demand notice from IT for short payment of the same. – I understand our accounts team (Bhushan Ingle / Vishal Patel) is already in touch with you. Shall check the status and close the loop. • Esops – Will have your login credentials moved to your personal ID (vprabhuv@rediffmail.com). Shall confirm once done • Salary slips from Sept 2023 onwards – Will direct accounts team to share with you. • Service certificate – This shall be shared post F&F. • Relieving letter – This shall be shared post FF • PF release letter – Let me know what exactly is needed. If the purpose if for you to withdraw or transfer the PF, that activity has to be initiated by you. Best Regards, Puneett Raheja -- Best Regards, Vishal Patel Associate Manager - Accounts Play Games24x7 Private Limited 5th Floor, Central(B) Wing, Nesco IT Park, Tower 4, Western Express Highway, Goregaon(East) Mumbai - 400063 9867282263 Annexure-27 Subject: Fwd: Comprehensive Documentation for Full and Final Settlement Hi Prabhu, Please find with this email : 1. Detailed break-up of your full and final settlement and the payments made to you (Below table) 2. Payslip for October and November 2023 3. Tax Statement as of Nov 2023 4. Detailed break-up of your full and final settlement and the payments made to you (Below table) 2. Payslip for October and November 2023 3. Tax Statement as of Nov 2023 4. Updated Form 16 Part A and Part B with the resolution of discrepancy 5. Excel sheet with the calculations 6. Relieving Letter With this, we have completed the response to all your concerns and queries. This will be our final response on email to you. Also, beyond the queries around your settlement, we do not agree to any of the concerns / allegations that you have raised. You would be responsible for any actions that you may deem fit, and the company reserves its right to defend the same / initiate appropriate action. Thank you. Monthly CTC Annual CTC Monthly Basic Month No of Days One Time Settlement against notice period Remarks 12,50,000 1,50,00,000 5,00,000 Oct-23 8 3,22,581.00 Nov-23 30 12,50,000.00 Dec-23 31 12,50,000.00 Jan-24 16 6,45,161.00 Total One Time (A) 34,67,742.00 This is against the 3 months notice period and is paid with F&F settlement Monthly CTC Annual CTC Monthly Basic Month Years Gratuity Calculation 12,50,000 1,50,00,000 5,00,000 Oct-23 5 14,42,308.00 Last drawn Basic X 15/26 X no of days - Paid with the Oct'23 Salary Total Gratuity (B) 14,42,308.00 Monthly CTC Annual CTC Monthly Basic Month Leave Days Leave Encashment Calculation 12,50,000 1,50,00,000 5,00,000 Oct-23 22.01 9,04,521.00 Annual CTC X no of leave days / 365 – Paid with F&F settlement Total Leave Encashment (C) 9,04,521.00 Total A + B + C 58,14,571.00 Best Regards, HR Annexure-28 Subject: Immediate refund of wrongly transferred money Hi Prabhu, We write to you in furtherance of our various discussions regarding an inadvertent human error that triggered a transaction in our systems. While we have explained you the issue in detail over several calls, however, your fragile attempt to misuse an inadvertent human error, inordinate and unexplainable delay in returning of money inadvertently transferred to say the least is unwarranted and uncalled. While we have inter alia already explained you that transfer of Rs.20,54,029/- first on 17.11.2023 & then again, the same amount on 29.11.2023 (wrongly transferred), is an inadvertent error and not in accordance with your entitlements, you have still failed to reverse the wrongly transferred amount for reasons best known to you. After duly checking our records and internal discussions, we observe that retention of Rs.20,54,029/- is unacceptable. After duly checking our records and internal discussions, we observe that retention of Rs.20,54,029/- is unacceptable. As a mature organization, while we have been patiently trying to resolve the issue of wrong transfer amicably, we observe that you have been evading our calls and to date failed to return the money. We believe that your conduct now seems to be deliberate and evasive. In view of your conduct, we are forced to put you to notice, whereby, we once again request you to reverse the wrong transfer made on 29.11.2023 for Rs.20,54,029/- forthwith. We reiterate that it was an inadvertent human error at our end and under no circumstances you are entitled to retain the same. We also once again request you to refrain from making unsubstantiated allegations and act more responsibly to refund the extra amount paid to you. Regards, HROps Team Annexure-29 At the outset, your email (dated 22 Dec 2023) under reply is misconceived and I deny the allegations made therein. Your email suffers from several infirmities as you have not disclosed the true and correct facts. To cover your lacuna and lapses, you are making baseless allegations. I therefore deny of misusing any money. Per contra, you have withheld Rs.6,37,200/- under the head of 'other deductions' which I am not due to the company either under any agreement/undertaking or by way of loan/advance. Let me remind, the Company has the strict practice of approving, as per the pre-defined approval matrix of any advance, loans, sponsorships (even if payments are made to third parties directly), etc. for or on behalf of the employee, subject to undertaking in writing from the respective employee/s for repayment/recovery. I have not availed any such facility which is due for repayment. Further, even in your Relieving Letter, you have confirmed that there are no dues pending from me. Such being the case, company withholding of Rs. 6,37,200/- under the head “other deductions’ is illegal and arbitrary. Though I had raised the query about this by email on 18 November 2023, I have not received any response. Further, I have been patiently waiting on the status of the ESOPs by regular follows ups through emails on 3 November 2023, 7 November 2023 and 18 November 2023. 6,37,200/- under the head “other deductions’ is illegal and arbitrary. Though I had raised the query about this by email on 18 November 2023, I have not received any response. Further, I have been patiently waiting on the status of the ESOPs by regular follows ups through emails on 3 November 2023, 7 November 2023 and 18 November 2023. I have neither received any fair and reasonable reply on the above emails nor have I received any login credentials moved to my personal email ID as stated in your emails from Puneet on 6 Nov 2023 and email from Vikrant goyal on 8 Nov 2023. Further without addressing the open points on short payment and ESOPs, you have sent an email on 28 Nov 2023 (Subject : Fwd : Comprehensive Document for Full and Final Settlement) (email attached), stating : 'With this, we have completed the response to all your concerns and queries. This will be our final response on email to you. Also, beyond the queries around your settlement.......' which demonstrates your intent not to address the open issues/settlement eventually causing hardship to the gullible and vulnerable. Further, I reiterate that : (i) all my averments are factual positions with substantiations and records (ii) am willing to settle amicably and refund any excess payment subject to company (a) releasing of my dues of Rs. 6,37,200/- (b) sharing the credentials for my ESOPS as per your emails dated 6 Nov 2023 from Puneet and dated 8 Nov 2023 from Vikrant goyal Further, I request you to reconsider the buyback of ESOPs in the manner as done to former employees Sandeep Agarwala, Siddarth Banerjee, etc. In anticipation of a prompt and reasonable response. Rgds, Prabhu Mob : 9743 868844 We write to you in furtherance of our various discussions regarding an inadvertent human error that triggered a transaction in our systems. While we have explained you the issue in detail over several calls, however, your fragile attempt to misuse an inadvertent human error, inordinate and unexplainable delay in returning of money inadvertently transferred to say the least is unwarranted and uncalled. While we have explained you the issue in detail over several calls, however, your fragile attempt to misuse an inadvertent human error, inordinate and unexplainable delay in returning of money inadvertently transferred to say the least is unwarranted and uncalled. While we have inter alia already explained you that transfer of Rs.20,54,029/- first on 17.11.2023 & then again, the same amount on 29.11.2023 (wrongly transferred), is an inadvertent error and not in accordance with your entitlements, you have still failed to reverse the wrongly transferred amount for reasons best known to you. After duly checking our records and internal discussions, we observe that retention of Rs.20,54,029/- is unacceptable. As a mature organization, while we have been patiently trying to resolve the issue of wrong transfer amicably, we observe that you have been evading our calls and to date failed to return the money. We believe that your conduct now seems to be deliberate and evasive. In view of your conduct, we are forced to put you to notice, whereby, we once again request you to reverse the wrong transfer made on 29.11.2023 for Rs.20,54,029/- forthwith. We reiterate that it was an inadvertent human error at our end and under no circumstances you are entitled to retain the same. We also once again request you to refrain from making unsubstantiated allegations and act more responsibly to refund the extra amount paid to you. Regards, HROps Team Subject: Re: Immediate refund of wrongly transferred money Hi Prabhu, We write in response to your email dated 23.12.2023. We are surprised that you are intermingling issues that have no co-relation with the present issue, i.e, inadvertent human error of wrongly transferring Rs. 20,54,029 on 29.11.2023. At the outset, we reiterate that you have no right to retain the money inadvertently transferred to you on 29.11.2023. We have on numerous occasions informed you that the transaction dated 29.11.2023 is an inadvertent error and the same needs to be reversed forthwith since you have no right to retain the amount wrongly transferred. Despite our several follow ups, you on one pretext or the other have maliciously failed to return the money. Your conduct of retaining the money without any basis is illegal, malafide and unacceptable. We observe that your continuous evasive conduct is deliberate and ill founded to state the least. Despite our several follow ups, you on one pretext or the other have maliciously failed to return the money. Your conduct of retaining the money without any basis is illegal, malafide and unacceptable. We observe that your continuous evasive conduct is deliberate and ill founded to state the least. It would also not be out of place to mention that similar issue had arisen with three more employees and all of them have duly returned the money wrongly transferred to them. As far as your F&F is concerned, we state that you are deliberately creating, confusing and mixing issues with the present issue. While we have already informed you that the transaction dated 29.11.2023 has no connection with your imaginary issues, you are illegally holding on to the money wrongly transferred to you on 29.11.2023. It is shocking and surprising that such a senior ex-employee is indulging into dilatory tactics, despite knowing fully well that you are not entitled to retain the money inadvertently transferred. The other issues raised by you are figment of your imagination and non-existent for the reasons stated hereinafter. All contentions raised, unless specifically admitted, are denied. Despite you wrongly joining non-existent issues with the present issue, we as an organization once again inform you that your F&F has been done based on standard practices and the amount of Rs. 6,37,200/- withheld under “other deductions” is with respect to the fee for club membership that has been retained by you under individual name. We state that the club membership was provided to you during your tenure as an employee, on the representation by you that the same is for the benefit of the company and necessary for you to undertake your duties. However, post your exit, the membership expenses regarding club membership, under your name, has to be necessarily borne by you and any expectation that the organization will pay for the same is clearly ill founded and beyond comprehension. Further, as regards the ESOP buyback, you are well aware that the ESOPs granted to you during the course of your employment are governed by the ESOP policy. The said ESOP policy does not provide for any provision of buyback. As per the ESOP policy governing the granted ESOPs, you have the liberty of redeeming the grants subject to inter alia payment of requisite taxes. The said ESOP policy does not provide for any provision of buyback. As per the ESOP policy governing the granted ESOPs, you have the liberty of redeeming the grants subject to inter alia payment of requisite taxes. The Company cannot consider any such request and you are requested to act as per the ESOP policy. In conclusion, your request for release of an amount of Rs.6,37,200/- and buyback of ESOPs is ill founded. We once again request you to refrain from making unsubstantiated allegations and act more responsibly to refund the extra amount paid to you. While, we have been patient and trying to resolve the matter amicably, we note that your actions and intent seems otherwise and you are purposely delaying refunding the amount of Rs. 20,54,029 wrongly and inadvertently transferred to you on 29.11.2023. In view of the above, we once again seek return of the inadvertently transferred amount on 29.11.2023 for Rs.20,54,029/- forthwith and request you not to mix and/or raise irrelevant issues. Regards, HROps Team At the outset, your email (dated 22 Dec 2023) under reply is misconceived and I deny the allegations made therein. Your email suffers from several infirmities as you have not disclosed the true and correct facts. To cover your lacuna and lapses, you are making baseless allegations. I therefore deny of misusing any money. Per contra, you have withheld Rs.6,37,200/- under the head of 'other deductions' which I am not due to the company either under any agreement/undertaking or by way of loan/advance. Let me remind, the Company has the strict practice of approving, as per the pre-defined approval matrix of any advance, loans, sponsorships (even if payments are made to third parties directly), etc. for or on behalf of the employee, subject to undertaking in writing from the respective employee/s for repayment/recovery. I have not availed any such facility which is due for repayment. Further, even in your Relieving Letter, you have confirmed that there are no dues pending from me. Such being the case, company withholding of Rs. 6,37,200/- under the head “other deductions’ is illegal and arbitrary. Though I had raised the query about this by email on 18 November 2023, I have not received any response. Further, I have been patiently waiting on the status of the ESOPs by regular follows ups through emails on 3 November 2023, 7 November 2023 and 18 November 2023. 6,37,200/- under the head “other deductions’ is illegal and arbitrary. Though I had raised the query about this by email on 18 November 2023, I have not received any response. Further, I have been patiently waiting on the status of the ESOPs by regular follows ups through emails on 3 November 2023, 7 November 2023 and 18 November 2023. I have neither received any fair and reasonable reply on the above emails nor have I received any login credentials moved to my personal email ID as stated in your emails from Puneet on 6 Nov 2023 and email from Vikrant goyal on 8 Nov 2023. Further without addressing the open points on short payment and ESOPs, you have sent an email on 28 Nov 2023 (Subject : Fwd : Comprehensive Document for Full and Final Settlement) (email attached), stating : 'With this, we have completed the response to all your concerns and queries. This will be our final response on email to you. Also, beyond the queries around your settlement.......' which demonstrates your intent not to address the open issues/settlement eventually causing hardship to the gullible and vulnerable. Further, I reiterate that : (i) all my averments are factual positions with substantiations and records (ii) am willing to settle amicably and refund any excess payment subject to company (a) releasing of my dues of Rs. 6,37,200/- (b) sharing the credentials for my ESOPS as per your emails dated 6 Nov 2023 from Puneet and dated 8 Nov 2023 from Vikrant goyal. Further, I request you to reconsider the buyback of ESOPs in the manner as done to former employees Sandeep Agarwala, Siddarth Banerjee, etc. In anticipation of a prompt and reasonable response. We write to you in furtherance of our various discussions regarding an inadvertent human error that triggered a transaction in our systems. While we have explained you the issue in detail over several calls, however, your fragile attempt to misuse an inadvertent human error, inordinate and unexplainable delay in returning of money inadvertently transferred to say the least is unwarranted and uncalled. While we have inter alia already explained you that transfer of Rs.20,54,029/- first on 17.11.2023 & then again, the same amount on 29.11.2023 (wrongly transferred), is an inadvertent error and not in accordance with your entitlements, you have still failed to reverse the wrongly transferred amount for reasons best known to you. While we have inter alia already explained you that transfer of Rs.20,54,029/- first on 17.11.2023 & then again, the same amount on 29.11.2023 (wrongly transferred), is an inadvertent error and not in accordance with your entitlements, you have still failed to reverse the wrongly transferred amount for reasons best known to you. After duly checking our records and internal discussions, we observe that retention of Rs.20,54,029/- is unacceptable. As a mature organization, while we have been patiently trying to resolve the issue of wrong transfer amicably, we observe that you have been evading our calls and to date failed to return the money. We believe that your conduct now seems to be deliberate and evasive. In view of your conduct, we are forced to put you to notice, whereby, we once again request you to reverse the wrong transfer made on 29.11.2023 for Rs.20,54,029/- forthwith. We reiterate that it was an inadvertent human error at our end and under no circumstances you are entitled to retain the same. We also once again request you to refrain from making unsubstantiated allegations and act more responsibly to refund the extra amount paid to you. Regards, HROps Team At the outset, I reiterate the contents of all my correspondences including the email dated 23 Dec 2023 in trail. All my previous correspondences be read as part and parcel of this reply to avoid repetition of facts and circumstances. Further, your mail under reply is misconceived and all the allegations made therein are baseless and imaginary, to cover your lacunae and lapses and; conveniently keep the truth in dark. I am extremely shocked and surprised by your act and omission to selectively reply and remain evasive from time to time to suit your needs and convenience. Therefore, I vehemently state that, I have not intermingled anything as purported. On the contrary, you have been withholding the payments due to me, on one pretext or other despite my repeated follow ups. I reiterate that you have no right to withhold my dues under ’other deductions’ in the absence of my consent, undertaking, indemnity or agreement with the company to that extent. Further, I have not misrepresented anything for availing the club membership. I reiterate that you have no right to withhold my dues under ’other deductions’ in the absence of my consent, undertaking, indemnity or agreement with the company to that extent. Further, I have not misrepresented anything for availing the club membership. In pursuance of management’s decision to change my profile and to handle external affairs, from my core competency of contract management, litigation management, IPR, etc., I was instructed (by the management) to take the club membership with three clubs each in Mumbai and Bangalore. Accordingly, club membership in Bangalore was given to me in my name as a perquisite (to avoid company’s role in enticing and or influencing any officer / authority if any allegation or situation that may arise) for the financial year 2022-23. In recognition of my performance in discharging various assignments in my new role, applications were signed by CEO, Bhavin Pandya, in pursuance of the management’s decision to take more memberships in other clubs. It is pertinent to note that, I have served the company for said financial year 2022-23, that there was no pre-condition to the club membership as the same was budgeted and approved as pure OPEX for the said period along with consultants’ fees, retainer fees, cost of fire arms license for my personal protection, cost of security for my life, etc Further, it is even more surprising that, you did not clarify about ‘other deductions’ so far, ever since my resignation, despite several follow ups from me since last 2.5 month questioning the said deductions, you have for the first time replied by your trail email on 5 Jan 2024 about the deductions being adjusted towards payment to the club, which is nothing but a mere afterthought, illegal, abuse of authority, arbitrary, deliberate, intentional to cause inconvenience, hardship and to harass me. I reiterate the averments in my reply dated 23 Dec 2023 that, the company has a clear policy for approval in releasing any loans, advances, payments to third party/ies on behalf of the employee after obtaining an undertaking in writing, execution of indemnity bond by the employee, for securing repayment to the company. I have neither given any undertaking nor executed any indemnity bond nor agreed in any manner, either express or implied for repayment since the same was given as a perquisite to me. I have neither given any undertaking nor executed any indemnity bond nor agreed in any manner, either express or implied for repayment since the same was given as a perquisite to me. Further, in lieu of the payment made towards club membership, I was not given bonus for the year 2022-23. Such being the case, withholding my dues, particularly having clearly stated in my relieving letter that there are no due from me demonstrates your after-thoughts and arbitrariness. Therefore, aren’t the company’s claims now imaginary and dilatory tactic to release my legal dues which is sheer dismay to a true and loyal former employee. I am astonished to know you recognising me, to be senior ex-employee. Did no one realise about my seniority when tyrant manager being nefarious and vicious, demanded illegal and impossible things from me to hide his lacunae, humiliated and abused me, senior police officers including IPS, forced me to report to his personal secretary, which even Thampy as founder has never did or expected. Therefore, • in the absence of any undertaking or consent from me for repayment ; • in the absence of any pre-condition for repayment while approving or even before making payment towards the club membership ; • company’s specific instructions to avail more club memberships and signing application for other club; • non-payment of bonus for 2022-23 in lieu of payment made to club membership ; • the costs towards membership being budgeted and approved as OPEX along with other expenses for discharging the duties during the year 2022-23 ; • I having fully served the financial year 2022-23; • no specific communication till the last day of my serving about any repayment of club membership ; • specifically mentioning that there are no dues from me in my relieving letter ; For the foregoing reasons, the question of withholding the amount towards the club membership does not arise at all. Under the circumstances, considering your requests, response and clarifications, I reiterate that : i. all my averments are factual positions with substantiations and records ii. am willing to settle amicably and refund any excess payment subject to company a. releasing of my dues of Rs. Under the circumstances, considering your requests, response and clarifications, I reiterate that : i. all my averments are factual positions with substantiations and records ii. am willing to settle amicably and refund any excess payment subject to company a. releasing of my dues of Rs. 6,37,200/- b. sharing the credentials for my ESOPs as per your emails dated 6 Nov 2023 from Puneet and dated 8 Nov 2023 from Vikrant goyal c. share the details of procedure, policy and forms for redeeming my ESOPs subject to any applicable taxes as stated in your trail email dated 5 Jan 2024. I have time and again patiently demonstrated and reiterated my clear intent to address and settle amicably and have shown my bonafides. In anticipation of a prompt and fair response and resolution. . We are surprised that you are intermingling issues that have no co-relation with the present issue, i.e, inadvertent human error of wrongly transferring Rs. 20,54,029 on 29.11.2023. At the outset, we reiterate that you have no right to retain the money inadvertently transferred to you on 29.11.2023. We have on numerous occasions informed you that the transaction dated 29.11.2023 is an inadvertent error and the same needs to be reversed forthwith since you have no right to retain the amount wrongly transferred. Despite our several follow ups, you on one pretext or the other have maliciously failed to return the money. Your conduct of retaining the money without any basis is illegal, malafide and unacceptable. We observe that your continuous evasive conduct is deliberate and ill founded to state the least. It would also not be out of place to mention that similar issue had arisen with three more employees and all of them have duly returned the money wrongly transferred to them. As far as your F&F is concerned, we state that you are deliberately creating, confusing and mixing issues with the present issue. While we have already informed you that the transaction dated 29.11.2023 has no connection with your imaginary issues, you are illegally holding on to the money wrongly transferred to you on 29.11.2023. It is shocking and surprising that such a senior ex-employee is indulging into dilatory tactics, despite knowing fully well that you are not entitled to retain the money inadvertently transferred. The other issues raised by you are figment of your imagination and non-existent for the reasons stated hereinafter. It is shocking and surprising that such a senior ex-employee is indulging into dilatory tactics, despite knowing fully well that you are not entitled to retain the money inadvertently transferred. The other issues raised by you are figment of your imagination and non-existent for the reasons stated hereinafter. All contentions raised, unless specifically admitted, are denied. Despite you wrongly joining non-existent issues with the present issue, we as an organization once again inform you that your F&F has been done based on standard practices and the amount of Rs. 6,37,200/- withheld under “other deductions” is with respect to the fee for club membership that has been retained by you under individual name. We state that the club membership was provided to you during your tenure as an employee, on the representation by you that the same is for the benefit of the company and necessary for you to undertake your duties. However, post your exit, the membership expenses regarding club membership, under your name, has to be necessarily borne by you and any expectation that the organization will pay for the same is clearly ill founded and beyond comprehension. Further, as regards the ESOP buyback, you are well aware that the ESOPs granted to you during the course of your employment are governed by the ESOP policy. The said ESOP policy does not provide for any provision of buyback. As per the ESOP policy governing the granted ESOPs, you have the liberty of redeeming the grants subject to inter alia payment of requisite taxes. The Company cannot consider any such request and you are requested to act as per the ESOP policy. In conclusion, your request for release of an amount of Rs.6,37,200/- and buyback of ESOPs is ill founded. We once again request you to refrain from making unsubstantiated allegations and act more responsibly to refund the extra amount paid to you. While, we have been patient and trying to resolve the matter amicably, we note that your actions and intent seems otherwise and you are purposely delaying refunding the amount of Rs. 20,54,029 wrongly and inadvertently transferred to you on 29.11.2023. In view of the above, we once again seek return of the inadvertently transferred amount on 29.11.2023 for Rs.20,54,029/- forthwith and request you not to mix and/or raise irrelevant issues. 20,54,029 wrongly and inadvertently transferred to you on 29.11.2023. In view of the above, we once again seek return of the inadvertently transferred amount on 29.11.2023 for Rs.20,54,029/- forthwith and request you not to mix and/or raise irrelevant issues. At the outset, your email (dated 22 Dec 2023) under reply is misconceived and I deny the allegations made therein. Your email suffers from several infirmities as you have not disclosed the true and correct facts. To cover your lacuna and lapses, you are making baseless allegations. I therefore deny of misusing any money. Per contra, you have withheld Rs.6,37,200/- under the head of 'other deductions' which I am not due to the company either under any agreement/undertaking or by way of loan/advance. Let me remind, the Company has the strict practice of approving, as per the pre-defined approval matrix of any advance, loans, sponsorships (even if payments are made to third parties directly), etc. for or on behalf of the employee, subject to undertaking in writing from the respective employee/s for repayment/recovery. I have not availed any such facility which is due for repayment. Further, even in your Relieving Letter, you have confirmed that there are no dues pending from me. Such being the case, company withholding of Rs. 6,37,200/- under the head “other deductions’ is illegal and arbitrary. Though I had raised the query about this by email on 18 November 2023, I have not received any response. Further, I have been patiently waiting on the status of the ESOPs by regular follows ups through emails on 3 November 2023, 7 November 2023 and 18 November 2023. I have neither received any fair and reasonable reply on the above emails nor have I received any login credentials moved to my personal email ID as stated in your emails from Puneet on 6 Nov 2023 and email from Vikrant goyal on 8 Nov 2023. Further without addressing the open points on short payment and ESOPs, you have sent an email on 28 Nov 2023 (Subject : Fwd : Comprehensive Document for Full and Final Settlement) (email attached), stating : 'With this, we have completed the response to all your concerns and queries. This will be our final response on email to you. Also, beyond the queries around your settlement.......' which demonstrates your intent not to address the open issues/settlement eventually causing hardship to the gullible and vulnerable. This will be our final response on email to you. Also, beyond the queries around your settlement.......' which demonstrates your intent not to address the open issues/settlement eventually causing hardship to the gullible and vulnerable. Further, I reiterate that : (i) all my averments are factual positions with substantiations and records (ii) am willing to settle amicably and refund any excess payment subject to company (a) releasing of my dues of Rs. 6,37,200/- (b) sharing the credentials for my ESOPS as per your emails dated 6 Nov 2023 from Puneet and dated 8 Nov 2023 from Vikrant goyal Further, I request you to reconsider the buyback of ESOPs in the manner as done to former employees Sandeep Agarwala, Siddarth Banerjee, etc. In anticipation of a prompt and reasonable response. We write to you in furtherance of our various discussions regarding an inadvertent human error that triggered a transaction in our systems. While we have explained you the issue in detail over several calls, however, your fragile attempt to misuse an inadvertent human error, inordinate and unexplainable delay in returning of money inadvertently transferred to say the least is unwarranted and uncalled. While we have inter alia already explained you that transfer of Rs.20,54,029/- first on 17.11.2023 & then again, the same amount on 29.11.2023 (wrongly transferred), is an inadvertent error and not in accordance with your entitlements, you have still failed to reverse the wrongly transferred amount for reasons best known to you. After duly checking our records and internal discussions, we observe that retention of Rs.20,54,029/- is unacceptable. As a mature organization, while we have been patiently trying to resolve the issue of wrong transfer amicably, we observe that you have been evading our calls and to date failed to return the money. We believe that your conduct now seems to be deliberate and evasive. In view of your conduct, we are forced to put you to notice, whereby, we once again request you to reverse the wrong transfer made on 29.11.2023 for Rs.20,54,029/- forthwith. We reiterate that it was an inadvertent human error at our end and under no circumstances you are entitled to retain the same. We also once again request you to refrain from making unsubstantiated allegations and act more responsibly to refund the extra amount paid to you. We reiterate that it was an inadvertent human error at our end and under no circumstances you are entitled to retain the same. We also once again request you to refrain from making unsubstantiated allegations and act more responsibly to refund the extra amount paid to you. We write in reference to your email dated 14.01.2024, our contemporaneous communications last being 05.01.2023 and various discussions. We for sake of brevity are not reproducing the contents of our communications, however, rely on and reiterate the same in entirety. All contentions raised by you, unless specifically admitted, are denied. At the outset, we deny any omission and/or wrongdoing as alleged by you or at all. We would like to inform you that allegations made by you are inter alia false, self-serving, mischievous, unsubstantiated and are being made to somehow divert attention from the real issue raised by us i.e return of money amounting to Rs. 20,54,029 on 29.11.2023 which was inadvertently transferred to you. We are surprised that you are denying intermingling of issues. Your communications are self-evident that you are raising issues which have no co-relation with the present issue of return of money inadvertently transferred. We reiterate that you have no right to retain the same under any pretext or circumstances. We have on numerous occasions informed you that the transaction dated 29.11.2023 is an inadvertent error and the same needs to be reversed forthwith. Despite our several follow ups, you on one pretext or the other have maliciously failed to return the money. Your conduct of retaining the money without any basis is illegal, malafide and unacceptable. Further, in view of your malafide conduct, we had to approach the Bank to protect our interest. Accordingly, the Bank has created a lien for the wrongly transferred amount. The fact that you are raising imaginary issues regarding your F&F in response to us seeking return of wrongly transferred amount is manifest from your malicious conduct and communications. The responses to our emails clearly reflect your malafide intent to indulge in dilatory tactics to retain the money inadvertently transferred. We categorically deny any money that you are entitled is being withheld and once again reiterate that a deduction of the pro-rata amount was made, as you continue to retain the club membership in your individual name. The responses to our emails clearly reflect your malafide intent to indulge in dilatory tactics to retain the money inadvertently transferred. We categorically deny any money that you are entitled is being withheld and once again reiterate that a deduction of the pro-rata amount was made, as you continue to retain the club membership in your individual name. It is obvious that in such a scenario, you in person are bound to pay for the same. In case you do not wish to retain the membership, the same can be transferred to the Company or can be surrendered, subject to rules of the club. It is categorically denied that any membership was given to you as a perquisite or that the same was given for your performance in 2022-2023 when your performance was below the mark, this is yet another instance that depicts bald assertions, allegations which are figment of your imagination, an afterthought to cover your illegalities and, hence, put you to strict proof in this regard. In fact, the club membership was provided on the basis of your representations that the same will help perform your role of external management better. It was you who stated that the club does not provide membership on company name and hence the same was taken in personal name. We put you to strict proof on the same. We also observe that you continue to be evasive, raising non- existent issues to somehow retain the wrongly transferred amount resulting into wrongful gain for you and wrongful loss to us. In this regard, we state that the settlement of dues is always done at the time of exit during F&F of an employee, and you were no exception. The Company is well within its rights to deduct amounts such as club membership without any undertaking or consent etc. at the time of exit, since the same was taken during course of employment and the Company paid for the same. The deduction was done since membership by you was taken in your personal name (you misrepresented that there is no corporate membership). at the time of exit, since the same was taken during course of employment and the Company paid for the same. The deduction was done since membership by you was taken in your personal name (you misrepresented that there is no corporate membership). In case you do not wish to continue with the membership subject to rules of the club, you may surrender the same, however it certainly cannot lead to a situation where the membership is availed by you in personal capacity and the cost of the same are borne by the Company for your leisure. The absurdity that you are trying to achieve is illegal and completely unacceptable to us. Further, as regards the ESOPs, you are well aware that the ESOPs granted to you during the course of your employment are governed by the ESOP policy. For the credentials our team is already in touch with you and has always kept you informed. We once again request you not to intermingle issues with the present issue of returning the wrongly transferred amount forthwith. As far as your conclusions in email dated 14.01.2024 are concerned, we deny the same inter alia for being false, mischievous and misleading. Without prejudice, kindly find our response to the same: • “in the absence of any undertaking or consent from me for repayment; Response: There is no occasion or process of undertaking or consent as the membership has been taken in personal name by misrepresenting that no corporate membership is available. Further, the membership was given for the purposes of undertaking your role while you were in the Company and considering that you have exited the Company, there is no requirement for the Company to provide you any club membership. Also, please note that the Company at the stage of F&F is well within its right to deduct the amount due. Post deduction the amounts due to you basis F&F have already been paid. Also, please note that the Company at the stage of F&F is well within its right to deduct the amount due. Post deduction the amounts due to you basis F&F have already been paid. • in the absence of any pre-condition for repayment while approving or even before making payment towards the club membership; Response: The membership was to be taken in the name of the company, however it was misrepresented that there is no corporate membership basis which, while you were in employment earlier payment was made, now that you have exited the company, either transfer the membership to the Company or else if you are retaining the membership in your individual name, you have to pay for the membership. Under no pretext or circumstances will the Company pay for the membership that was to be of the Company and for the benefit of the Company but has been taken by you in your name and also retained after your exit from the Company. • company’s specific instructions to avail more club memberships and signing application for other club; Response: The membership was to be taken in the name of the company, however it was misrepresented that there is no corporate membership basis which, while you were in employment earlier payment was made. Company availing of more memberships in its name has no co-relation with the present situation which relates to membership is in personal name. • non-payment of bonus for 2022-23 in lieu of payment made to club membership; Response: This is clearly an afterthought as bonus was not paid since your performance and rating was lower than what was expected. In the absence of you being eligible for bonus, the question or the need for the Company to pay the club membership as bonus does not arise. You are put to strict proof to show where the Company agreed to pay the club membership in lieu of the bonus. • the costs towards membership being budgeted and approved as opex along with other expenses for discharging the duties during the year 2022-23; Response: As stated above the charges were paid basis your misrepresentation that no corporate membership is available, while you were in employment, however that in no manner accrues a right in your favour to claim membership post exit as well. Also, how the club membership is treated in the books of accounts of the Company has no relevance to the recovery of the amount considering your exit from the Company and the membership being retained by you for your individual use. • I having fully served the financial year 2022-23; Response: F&F has accordingly been paid. Further, you continue to retain the F&F inadvertently paid to you twice, which ought to have been returned by you immediately. • no specific communication till the last day of my serving about any repayment of club membership; Response: There was no occasion to send the same as it is common practice to deduct such charges at the stage of F&F only. Also, the assets of the company including the computer were with you till the last day and it is a normal process that the F&F is paid later after looking into all the details and return of the assets and the company properties. • specifically mentioning that there are no dues from me in my relieving letter; Response: F&F is done after issuance of relieving letter and all such deductions happen at the stage of F&F only. Under the circumstances, considering your requests, response and clarifications, I reiterate that: 1. all my averments are factual positions with substantiations and records – Response: we put you to strict proof for the same as this is completely incorrect. 2. am willing to settle amicably and refund any excess payment subject to company-Response: While you keep stating that you are willing to settle issues amicably, however your actions and communications are contrary as you continue to intermingle issues without returning the money wrongly transferred to you. You are adviced to refund the amount immediately. 3. releasing of my dues of Rs. 6,37,200/- Response: the money has been deducted since membership has been taken in personal name and is retained by you for your personal use. You may choose to surrender or transfer the same to company (subject to fulfillment of club rules), post which company may consider the request. 4. sharing the credentials for my ESOPs as per your emails dated 6 Nov 2023 from Puneet and dated 8 Nov 2023 from Vikrant goyal – Response: Team is already in touch with you, and the same is a different issue altogether, therefore retaining money wrongly transferred is illegal. 5. 4. sharing the credentials for my ESOPs as per your emails dated 6 Nov 2023 from Puneet and dated 8 Nov 2023 from Vikrant goyal – Response: Team is already in touch with you, and the same is a different issue altogether, therefore retaining money wrongly transferred is illegal. 5. share the details of procedure, policy and forms for redeeming my ESOPs subject to any applicable taxes as stated in your trail email dated 5 Jan 2024. Response: Team is already in touch with you, and the same is a different issue altogether, therefore retaining money wrongly transferred is illegal.” In view of the above, we state that you are completely wrong in stating that the Company is withholding dues, in fact it is the other way round where you are taking unfair advantage of an inadvertent error at our end. You are finally requested to return the money wrongly transferred forthwith. In case you fail to return the same within 5 days, we will now transfer this issue to external agencies for recovery of the money. Further, as mentioned in your communication, in case you wish to resolve any issue(s) (if any), amicably, as a first step, you must return the entire money that has been wrongly transferred forthwith. At the outset, I reiterate the contents of all my correspondences including the email dated 23 Dec 2023 in trail. All my previous correspondences be read as part and parcel of this reply to avoid repetition of facts and circumstances. Further, your mail under reply is misconceived and all the allegations made therein are baseless and imaginary, to cover your lacunae and lapses and; conveniently keep the truth in dark. I am extremely shocked and surprised by your act and omission to selectively reply and remain evasive from time to time to suit your needs and convenience. Therefore, I vehemently state that, I have not intermingled anything as purported. On the contrary, you have been withholding the payments due to me, on one pretext or other despite my repeated follow ups. I reiterate that you have no right to withhold my dues under ’other deductions’ in the absence of my consent, undertaking, indemnity or agreement with the company to that extent. Further, I have not misrepresented anything for availing the club membership. I reiterate that you have no right to withhold my dues under ’other deductions’ in the absence of my consent, undertaking, indemnity or agreement with the company to that extent. Further, I have not misrepresented anything for availing the club membership. In pursuance of management’s decision to change my profile and to handle external affairs, from my core competency of contract management, litigation management, IPR, etc., I was instructed (by the management) to take the club membership with three clubs each in Mumbai and Bangalore. Accordingly, club membership in Bangalore was given to me in my name as a perquisite (to avoid company’s role in enticing and or influencing any officer / authority if any allegation or situation that may arise) for the financial year 2022-23. In recognition of my performance in discharging various assignments in my new role, applications were signed by CEO, Bhavin Pandya, in pursuance of the management’s decision to take more memberships in other clubs. It is pertinent to note that, I have served the company for said financial year 2022-23, that there was no pre-condition to the club membership as the same was budgeted and approved as pure OPEX for the said period along with consultants’ fees, retainer fees, cost of fire arms license for my personal protection, cost of security for my life, etc Further, it is even more surprising that, you did not clarify about ‘other deductions’ so far, ever since my resignation, despite several follow ups from me since last 2.5 month questioning the said deductions , you have for the first time replied by your trail email on 5 Jan 2024 about the deductions being adjusted towards payment to the club, which is nothing but a mere afterthought, illegal, abuse of authority, arbitrary, deliberate, intentional to cause inconvenience, hardship and to harass me. I reiterate the averments in my reply dated 23 Dec 2023 that, the company has a clear policy for approval in releasing any loans, advances, payments to third party/ies on behalf of the employee after obtaining an undertaking in writing, execution of indemnity bond by the employee, for securing repayment to the company. I have neither given any undertaking nor executed any indemnity bond nor agreed in any manner, either express or implied for repayment since the same was given as a perquisite to me. I have neither given any undertaking nor executed any indemnity bond nor agreed in any manner, either express or implied for repayment since the same was given as a perquisite to me. Further, in lieu of the payment made towards club membership, I was not given bonus for the year 2022-23. Such being the case, withholding my dues, particularly having clearly stated in my relieving letter that there are no due from me demonstrates your after-thoughts and arbitrariness. Therefore, aren’t the company’s claims now imaginary and dilatory tactic to release my legal dues which is sheer dismay to a true and loyal former employee. I am astonished to know you recognising me, to be senior ex-employee. Did no one realise about my seniority when tyrant manager being nefarious and vicious, demanded illegal and impossible things from me to hide his lacunae, humiliated and abused me, senior police officers including IPS, forced me to report to his personal secretary, which even Thampy as founder has never did or expected. Therefore, • in the absence of any undertaking or consent from me for repayment ; • in the absence of any pre-condition for repayment while approving or even before making payment towards the club membership ; • company’s specific instructions to avail more club memberships and signing application for other club; • non-payment of bonus for 2022-23 in lieu of payment made to club membership ; • the costs towards membership being budgeted and approved as OPEX along with other expenses for discharging the duties during the year 2022-23 ; • I having fully served the financial year 2022-23; • no specific communication till the last day of my serving about any repayment of club membership ; • specifically mentioning that there are no dues from me in my relieving letter ; For the foregoing reasons, the question of withholding the amount towards the club membership does not arise at all. Under the circumstances, considering your requests, response and clarifications, I reiterate that : i. all my averments are factual positions with substantiations and records ii. am willing to settle amicably and refund any excess payment subject to company a. releasing of my dues of Rs. Under the circumstances, considering your requests, response and clarifications, I reiterate that : i. all my averments are factual positions with substantiations and records ii. am willing to settle amicably and refund any excess payment subject to company a. releasing of my dues of Rs. 6,37,200/- b. sharing the credentials for my ESOPs as per your emails dated 6 Nov 2023 from Puneet and dated 8 Nov 2023 from Vikrant goyal c. share the details of procedure, policy and forms for redeeming my ESOPs subject to any applicable taxes as stated in your trail email dated 5 Jan 2024. I have time and again patiently demonstrated and reiterated my clear intent to address and settle amicably and have shown my bonafides. In anticipation of a prompt and fair response and resolution. We write in response to your email dated 23.12.2023. We are surprised that you are intermingling issues that have no co-relation with the present issue, i.e, inadvertent human error of wrongly transferring Rs. 20,54,029 on 29.11.2023. At the outset, we reiterate that you have no right to retain the money inadvertently transferred to you on 29.11.2023. We have on numerous occasions informed you that the transaction dated 29.11.2023 is an inadvertent error and the same needs to be reversed forthwith since you have no right to retain the amount wrongly transferred. Despite our several follow ups, you on one pretext or the other have maliciously failed to return the money. Your conduct of retaining the money without any basis is illegal, malafide and unacceptable. We observe that your continuous evasive conduct is deliberate and ill founded to state the least. It would also not be out of place to mention that similar issue had arisen with three more employees and all of them have duly returned the money wrongly transferred to them. As far as your F&F is concerned, we state that you are deliberately creating, confusing and mixing issues with the present issue. While we have already informed you that the transaction dated 29.11.2023 has no connection with your imaginary issues, you are illegally holding on to the money wrongly transferred to you on 29.11.2023. It is shocking and surprising that such a senior ex-employee is indulging into dilatory tactics, despite knowing fully well that you are not entitled to retain the money inadvertently transferred. It is shocking and surprising that such a senior ex-employee is indulging into dilatory tactics, despite knowing fully well that you are not entitled to retain the money inadvertently transferred. The other issues raised by you are figment of your imagination and non-existent for the reasons stated hereinafter. All contentions raised, unless specifically admitted, are denied. Despite you wrongly joining non-existent issues with the present issue, we as an organization once again inform you that your F&F has been done based on standard practices and the amount of Rs. 6,37,200/- withheld under “other deductions” is with respect to the fee for club membership that has been retained by you under individual name. We state that the club membership was provided to you during your tenure as an employee, on the representation by you that the same is for the benefit of the company and necessary for you to undertake your duties. However, post your exit, the membership expenses regarding club membership, under your name, has to be necessarily borne by you and any expectation that the organization will pay for the same is clearly ill founded and beyond comprehension. Further, as regards the ESOP buyback, you are well aware that the ESOPs granted to you during the course of your employment are governed by the ESOP policy. The said ESOP policy does not provide for any provision of buyback. As per the ESOP policy governing the granted ESOPs, you have the liberty of redeeming the grants subject to inter alia payment of requisite taxes. The Company cannot consider any such request and you are requested to act as per the ESOP policy. In conclusion, your request for release of an amount of Rs.6,37,200/- and buyback of ESOPs is ill founded. We once again request you to refrain from making unsubstantiated allegations and act more responsibly to refund the extra amount paid to you. While, we have been patient and trying to resolve the matter amicably, we note that your actions and intent seems otherwise and you are purposely delaying refunding the amount of Rs. 20,54,029 wrongly and inadvertently transferred to you on 29.11.2023. In view of the above, we once again seek return of the inadvertently transferred amount on 29.11.2023 for Rs.20,54,029/- forthwith and request you not to mix and/or raise irrelevant issues. 20,54,029 wrongly and inadvertently transferred to you on 29.11.2023. In view of the above, we once again seek return of the inadvertently transferred amount on 29.11.2023 for Rs.20,54,029/- forthwith and request you not to mix and/or raise irrelevant issues. At the outset, your email (dated 22 Dec 2023) under reply is misconceived and I deny the allegations made therein. Your email suffers from several infirmities as you have not disclosed the true and correct facts. To cover your lacuna and lapses, you are making baseless allegations. I therefore deny of misusing any money. Per contra, you have withheld Rs.6,37,200/- under the head of 'other deductions' which I am not due to the company either under any agreement/undertaking or by way of loan/advance. Let me remind, the Company has the strict practice of approving, as per the pre-defined approval matrix of any advance, loans, sponsorships (even if payments are made to third parties directly), etc. for or on behalf of the employee, subject to undertaking in writing from the respective employee/s for repayment/recovery. I have not availed any such facility which is due for repayment. Further, even in your Relieving Letter, you have confirmed that there are no dues pending from me. Such being the case, company withholding of Rs. 6,37,200/- under the head “other deductions’ is illegal and arbitrary. Though I had raised the query about this by email on 18 November 2023, I have not received any response. Further, I have been patiently waiting on the status of the ESOPs by regular follows ups through emails on 3 November 2023, 7 November 2023 and 18 November 2023. I have neither received any fair and reasonable reply on the above emails nor have I received any login credentials moved to my personal email ID as stated in your emails from Puneet on 6 Nov 2023 and email from Vikrant goyal on 8 Nov 2023. Further without addressing the open points on short payment and ESOPs, you have sent an email on 28 Nov 2023 (Subject : Fwd : Comprehensive Document for Full and Final Settlement) (email attached), stating : 'With this, we have completed the response to all your concerns and queries. This will be our final response on email to you. Also, beyond the queries around your settlement.......' which demonstrates your intent not to address the open issues/settlement eventually causing hardship to the gullible and vulnerable. This will be our final response on email to you. Also, beyond the queries around your settlement.......' which demonstrates your intent not to address the open issues/settlement eventually causing hardship to the gullible and vulnerable. Further, I reiterate that : (i) all my averments are factual positions with substantiations and records (ii) am willing to settle amicably and refund any excess payment subject to company (a) releasing of my dues of Rs. 6,37,200/- (b) sharing the credentials for my ESOPS as per your emails dated 6 Nov 2023 from Puneet and dated 8 Nov 2023 from Vikrant goyal Further, I request you to reconsider the buyback of ESOPs in the manner as done to former employees Sandeep Agarwala, Siddarth Banerjee, etc. In anticipation of a prompt and reasonable response. Subject: Immediate refund of wrongly transferred money Hi Prabhu, We write to you in furtherance of our various discussions regarding an inadvertent human error that triggered a transaction in our systems. While we have explained you the issue in detail over several calls, however, your fragile attempt to misuse an inadvertent human error, inordinate and unexplainable delay in returning of money inadvertently transferred to say the least is unwarranted and uncalled. While we have inter alia already explained you that transfer of Rs.20,54,029/- first on 17.11.2023 & then again, the same amount on 29.11.2023 (wrongly transferred), is an inadvertent error and not in accordance with your entitlements, you have still failed to reverse the wrongly transferred amount for reasons best known to you. After duly checking our records and internal discussions, we observe that retention of Rs.20,54,029/- is unacceptable. As a mature organization, while we have been patiently trying to resolve the issue of wrong transfer amicably, we observe that you have been evading our calls and to date failed to return the money. We believe that your conduct now seems to be deliberate and evasive. In view of your conduct, we are forced to put you to notice, whereby, we once again request you to reverse the wrong transfer made on 29.11.2023 for Rs.20,54,029/- forthwith. We reiterate that it was an inadvertent human error at our end and under no circumstances you are entitled to retain the same. We also once again request you to refrain from making unsubstantiated allegations and act more responsibly to refund the extra amount paid to you. We reiterate that it was an inadvertent human error at our end and under no circumstances you are entitled to retain the same. We also once again request you to refrain from making unsubstantiated allegations and act more responsibly to refund the extra amount paid to you. Regards, HROps Team Though I have repeatedly informed in my earlier correspondences (copies to you as well) to settle amicably, please see the threat mail in trail from HR (for engaging recovery agents) harassing me without releasing my legal dues (salary dues and ESOPs) under the guise of afterthought claims in connivance with Sameer demonstrating their arbitrary and high handedness for questioning the excess payment made to HR consultancy firms against industry standards of 8.33% among other reasons stated in earlier correspondences. This is despite my willingness to settle amicably upon the request from the company. I request your intervention to settle this issue before I am compelled to take steps to protect my rights and interests. We write in reference to your email dated 14.01.2024, our contemporaneous communications last being 05.01.2023 and various discussions. We for sake of brevity are not reproducing the contents of our communications, however, rely on and reiterate the same in entirety. All contentions raised by you, unless specifically admitted, are denied. At the outset, we deny any omission and/or wrongdoing as alleged by you or at all. We would like to inform you that allegations made by you are inter alia false, self-serving, mischievous, unsubstantiated and are being made to somehow divert attention from the real issue raised by us i.e return of money amounting to Rs. 20,54,029 on 29.11.2023 which was inadvertently transferred to you. We are surprised that you are denying intermingling of issues. Your communications are self-evident that you are raising issues which have no co-relation with the present issue of return of money inadvertently transferred. We reiterate that you have no right to retain the same under any pretext or circumstances. We have on numerous occasions informed you that the transaction dated 29.11.2023 is an inadvertent error and the same needs to be reversed forthwith. Despite our several follow ups, you on one pretext or the other have maliciously failed to return the money. Your conduct of retaining the money without any basis is illegal, malafide and unacceptable. We have on numerous occasions informed you that the transaction dated 29.11.2023 is an inadvertent error and the same needs to be reversed forthwith. Despite our several follow ups, you on one pretext or the other have maliciously failed to return the money. Your conduct of retaining the money without any basis is illegal, malafide and unacceptable. Further, in view of your malafide conduct, we had to approach the Bank to protect our interest. Accordingly, the Bank has created a lien for the wrongly transferred amount. The fact that you are raising imaginary issues regarding your F&F in response to us seeking return of wrongly transferred amount is manifest from your malicious conduct and communications. The responses to our emails clearly reflect your malafide intent to indulge in dilatory tactics to retain the money inadvertently transferred. We categorically deny any money that you are entitled is being withheld and once again reiterate that a deduction of the pro-rata amount was made, as you continue to retain the club membership in your individual name. It is obvious that in such a scenario, you in person are bound to pay for the same. In case you do not wish to retain the membership, the same can be transferred to the Company or can be surrendered, subject to rules of the club. It is categorically denied that any membership was given to you as a perquisite or that the same was given for your performance in 2022-2023 when your performance was below the mark, this is yet another instance that depicts bald assertions, allegations which are figment of your imagination, an afterthought to cover your illegalities and, hence, put you to strict proof in this regard. In fact, the club membership was provided on the basis of your representations that the same will help perform your role of external management better. It was you who stated that the club does not provide membership on company name and hence the same was taken in personal name. We put you to strict proof on the same. We also observe that you continue to be evasive, raising non- existent issues to somehow retain the wrongly transferred amount resulting into wrongful gain for you and wrongful loss to us. In this regard, we state that the settlement of dues is always done at the time of exit during F&F of an employee, and you were no exception. We also observe that you continue to be evasive, raising non- existent issues to somehow retain the wrongly transferred amount resulting into wrongful gain for you and wrongful loss to us. In this regard, we state that the settlement of dues is always done at the time of exit during F&F of an employee, and you were no exception. The Company is well within its rights to deduct amounts such as club membership without any undertaking or consent etc. at the time of exit, since the same was taken during course of employment and the Company paid for the same. The deduction was done since membership by you was taken in your personal name (you misrepresented that there is no corporate membership). In case you do not wish to continue with the membership subject to rules of the club, you may surrender the same, however it certainly cannot lead to a situation where the membership is availed by you in personal capacity and the cost of the same are borne by the Company for your leisure. The absurdity that you are trying to achieve is illegal and completely unacceptable to us. Further, as regards the ESOPs, you are well aware that the ESOPs granted to you during the course of your employment are governed by the ESOP policy. For the credentials our team is already in touch with you and has always kept you informed. We once again request you not to intermingle issues with the present issue of returning the wrongly transferred amount forthwith. As far as your conclusions in email dated 14.01.2024 are concerned, we deny the same inter alia for being false, mischievous and misleading. Without prejudice, kindly find our response to the same: • “in the absence of any undertaking or consent from me for repayment; Response: There is no occasion or process of undertaking or consent as the membership has been taken in personal name by misrepresenting that no corporate membership is available. Further, the membership was given for the purposes of undertaking your role while you were in the Company and considering that you have exited the Company, there is no requirement for the Company to provide you any club membership. Also, please note that the Company at the stage of F&F is well within its right to deduct the amount due. Further, the membership was given for the purposes of undertaking your role while you were in the Company and considering that you have exited the Company, there is no requirement for the Company to provide you any club membership. Also, please note that the Company at the stage of F&F is well within its right to deduct the amount due. Post deduction the amounts due to you basis F&F have already been paid. • in the absence of any pre-condition for repayment while approving or even before making payment towards the club membership; Response: The membership was to be taken in the name of the company, however it was misrepresented that there is no corporate membership basis which, while you were in employment earlier payment was made, now that you have exited the company, either transfer the membership to the Company or else if you are retaining the membership in your individual name, you have to pay for the membership. Under no pretext or circumstances will the Company pay for the membership that was to be of the Company and for the benefit of the Company but has been taken by you in your name and also retained after your exit from the Company. • company’s specific instructions to avail more club memberships and signing application for other club; Response: The membership was to be taken in the name of the company, however it was misrepresented that there is no corporate membership basis which, while you were in employment earlier payment was made. Company availing of more memberships in its name has no co-relation with the present situation which relates to membership is in personal name. • non-payment of bonus for 2022-23 in lieu of payment made to club membership; Response: This is clearly an afterthought as bonus was not paid since your performance and rating was lower than what was expected. In the absence of you being eligible for bonus, the question or the need for the Company to pay the club membership as bonus does not arise. You are put to strict proof to show where the Company agreed to pay the club membership in lieu of the bonus. In the absence of you being eligible for bonus, the question or the need for the Company to pay the club membership as bonus does not arise. You are put to strict proof to show where the Company agreed to pay the club membership in lieu of the bonus. • the costs towards membership being budgeted and approved as opex along with other expenses for discharging the duties during the year 2022-23; Response: As stated above the charges were paid basis your misrepresentation that no corporate membership is available, while you were in employment, however that in no manner accrues a right in your favour to claim membership post exit as well. Also, how the club membership is treated in the books of accounts of the Company has no relevance to the recovery of the amount considering your exit from the Company and the membership being retained by you for your individual use. • I having fully served the financial year 2022-23; Response: F&F has accordingly been paid. Further, you continue to retain theF&F inadvertently paid to you twice, which ought to have been returned by you immediately. • no specific communication till the last day of my serving about any repayment of club membership; Response: There was no occasion to send the same as it is common practice to deduct such charges at the stage of F&F only. Also, the assets of the company including the computer were with you till the last day and it is a normal process that the F&F is paid later after looking into all the details and return of the assets and the company properties. • specifically mentioning that there are no dues from me in my relieving letter; Response: F&F is done after issuance of relieving letter and all such deductions happen at the stage of F&F only. Under the circumstances, considering your requests, response and clarifications, I reiterate that: 1. all my averments are factual positions with substantiations and records – Response: we put you to strict proof for the same as this is completely incorrect. 2. am willing to settle amicably and refund any excess payment subject to company-Response: While you keep stating that you are willing to settle issues amicably, however your actions and communications are contrary as you continue to intermingle issues without returning the money wrongly transferred to you. You are adviced to refund the amount immediately. 2. am willing to settle amicably and refund any excess payment subject to company-Response: While you keep stating that you are willing to settle issues amicably, however your actions and communications are contrary as you continue to intermingle issues without returning the money wrongly transferred to you. You are adviced to refund the amount immediately. 3. releasing of my dues of Rs. 6,37,200/- Response: the money has been deducted since membership has been taken in personal name and is retained by you for your personal use. You may choose to surrender or transfer the same to company (subject to fulfillment of club rules), post which company may consider the request. 4. sharing the credentials for my ESOPs as per your emails dated 6 Nov 2023 from Puneet and dated 8 Nov 2023 from Vikrant goyal – Response: Team is already in touch with you, and the same is a different issue altogether, therefore retaining money wrongly transferred is illegal. 5. share the details of procedure, policy and forms for redeeming my ESOPs subject to any applicable taxes as stated in your trail email dated 5 Jan 2024. Response: Team is already in touch with you, and the same is a different issue altogether, therefore retaining money wrongly transferred is illegal.” In view of the above, we state that you are completely wrong in stating that the Company is withholding dues, in fact it is the other way round where you are taking unfair advantage of an inadvertent error at our end. You are finally requested to return the money wrongly transferred forthwith. In case you fail to return the same within 5 days, we will now transfer this issue to external agencies for recovery of the money. Further, as mentioned in your communication, in case you wish to resolve any issue(s) (if any), amicably, as a first step, you must return the entire money that has been wrongly transferred forthwith. At the outset, I reiterate the contents of all my correspondences including the email dated 23 Dec 2023 in trail. All my previous correspondences be read as part and parcel of this reply to avoid repetition of facts and circumstances. Further, your mail under reply is misconceived and all the allegations made therein are baseless and imaginary, to cover your lacunae and lapses and; conveniently keep the truth in dark. All my previous correspondences be read as part and parcel of this reply to avoid repetition of facts and circumstances. Further, your mail under reply is misconceived and all the allegations made therein are baseless and imaginary, to cover your lacunae and lapses and; conveniently keep the truth in dark. I am extremely shocked and surprised by your act and omission to selectively reply and remain evasive from time to time to suit your needs and convenience. Therefore, I vehemently state that, I have not intermingled anything as purported. On the contrary, you have been withholding the payments due to me, on one pretext or other despite my repeated follow ups. I reiterate that you have no right to withhold my dues under ’other deductions’ in the absence of my consent, undertaking, indemnity or agreement with the company to that extent. Further, I have not misrepresented anything for availing the club membership. In pursuance of management’s decision to change my profile and to handle external affairs, from my core competency of contract management, litigation management, IPR, etc., I was instructed (by the management) to take the club membership with three clubs each in Mumbai and Bangalore. Accordingly, club membership in Bangalore was given to me in my name as a perquisite (to avoid company’s role in enticing and or influencing any officer / authority if any allegation or situation that may arise) for the financial year 2022-23. In recognition of my performance in discharging various assignments in my new role, applications were signed by CEO, Bhavin Pandya, in pursuance of the management’s decision to take more memberships in other clubs. In recognition of my performance in discharging various assignments in my new role, applications were signed by CEO, Bhavin Pandya, in pursuance of the management’s decision to take more memberships in other clubs. It is pertinent to note that, I have served the company for said financial year 2022-23, that there was no pre-condition to the club membership as the same was budgeted and approved as pure OPEX for the said period along with consultants’ fees, retainer fees, cost of fire arms license for my personal protection, cost of security for my life, etc Further, it is even more surprising that, you did not clarify about ‘other deductions’ so far, ever since my resignation, despite several follow ups from me since last 2.5 month questioning the said deductions , you have for the first time replied by your trail email on 5 Jan 2024 about the deductions being adjusted towards payment to the club, which is nothing but a mere afterthought, illegal, abuse of authority, arbitrary, deliberate, intentional to cause inconvenience, hardship and to harass me. I reiterate the averments in my reply dated 23 Dec 2023 that, the company has a clear policy for approval in releasing any loans, advances, payments to third party/ies on behalf of the employee after obtaining an undertaking in writing, execution of indemnity bond by the employee, for securing repayment to the company. I have neither given any undertaking nor executed any indemnity bond nor agreed in any manner, either express or implied for repayment since the same was given as a perquisite to me. Further, in lieu of the payment made towards club membership, I was not given bonus for the year 2022-23. Such being the case, withholding my dues, particularly having clearly stated in my relieving letter that there are no due from me demonstrates your after-thoughts and arbitrariness. Therefore, aren’t the company’s claims now imaginary and dilatory tactic to release my legal dues which is sheer dismay to a true and loyal former employee. I am astonished to know you recognising me, to be senior ex- employee. Did no one realise about my seniority when tyrant manager being nefarious and vicious, demanded illegal and impossible things from me to hide his lacunae, humiliated and abused me, senior police officers including IPS, forced me to report to his personal secretary, which even Thampy as founder has never did or expected. Did no one realise about my seniority when tyrant manager being nefarious and vicious, demanded illegal and impossible things from me to hide his lacunae, humiliated and abused me, senior police officers including IPS, forced me to report to his personal secretary, which even Thampy as founder has never did or expected. Therefore, • in the absence of any undertaking or consent from me for repayment ; • in the absence of any pre-condition for repayment while approving or even before making payment towards the club membership ; • company’s specific instructions to avail more club memberships and signing application for other club; • non-payment of bonus for 2022-23 in lieu of payment made to club membership ; • the costs towards membership being budgeted and approved as OPEX along with other expenses for discharging the duties during the year 2022-23 ; • I having fully served the financial year 2022-23; • no specific communication till the last day of my serving about any repayment of club membership ; • specifically mentioning that there are no dues from me in my relieving letter ; For the foregoing reasons, the question of withholding the amount towards the club membership does not arise at all. Under the circumstances, considering your requests, response and clarifications, I reiterate that : i. all my averments are factual positions with substantiations and records ii. am willing to settle amicably and refund any excess payment subject to company a. releasing of my dues of Rs. 6,37,200/- b. sharing the credentials for my ESOPs as per your emails dated 6 Nov 2023 from Puneet and dated 8 Nov 2023 from Vikrant goyal c. share the details of procedure, policy and forms for redeeming my ESOPs subject to any applicable taxes as stated in your trail email dated 5 Jan 2024. I have time and again patiently demonstrated and reiterated my clear intent to address and settle amicably and have shown my bonafides. In anticipation of a prompt and fair response and resolution. We write in response to your email dated 23.12.2023. We are surprised that you are intermingling issues that have no co-relation with the present issue, i.e, inadvertent human error of wrongly transferring Rs. 20,54,029 on 29.11.2023. At the outset, we reiterate that you have no right to retain the money inadvertently transferred to you on 29.11.2023. We write in response to your email dated 23.12.2023. We are surprised that you are intermingling issues that have no co-relation with the present issue, i.e, inadvertent human error of wrongly transferring Rs. 20,54,029 on 29.11.2023. At the outset, we reiterate that you have no right to retain the money inadvertently transferred to you on 29.11.2023. We have on numerous occasions informed you that the transaction dated 29.11.2023 is an inadvertent error and the same needs to be reversed forthwith since you have no right to retain the amount wrongly transferred. Despite our several follow ups, you on one pretext or the other have maliciously failed to return the money. Your conduct of retaining the money without any basis is illegal, malafide and unacceptable. We observe that your continuous evasive conduct is deliberate and ill founded to state the least. It would also not be out of place to mention that similar issue had arisen with three more employees and all of them have duly returned the money wrongly transferred to them. As far as your F&F is concerned, we state that you are deliberately creating, confusing and mixing issues with the present issue. While we have already informed you that the transaction dated 29.11.2023 has no connection with your imaginary issues, you are illegally holding on to the money wrongly transferred to you on 29.11.2023. It is shocking and surprising that such a senior ex-employee is indulging into dilatory tactics, despite knowing fully well that you are not entitled to retain the money inadvertently transferred. The other issues raised by you are figment of your imagination and non-existent for the reasons stated hereinafter. All contentions raised, unless specifically admitted, are denied. Despite you wrongly joining non-existent issues with the present issue, we as an organization once again inform you that your F&F has been done based on standard practices and the amount of Rs. 6,37,200/- withheld under “other deductions” is with respect to the fee for club membership that has been retained by you under individual name. We state that the club membership was provided to you during your tenure as an employee, on the representation by you that the same is for the benefit of the company and necessary for you to undertake your duties. We state that the club membership was provided to you during your tenure as an employee, on the representation by you that the same is for the benefit of the company and necessary for you to undertake your duties. However, post your exit, the membership expenses regarding club membership, under your name, has to be necessarily borne by you and any expectation that the organization will pay for the same is clearly ill founded and beyond comprehension. Further, as regards the ESOP buyback, you are well aware that the ESOPs granted to you during the course of your employment are governed by the ESOP policy. The said ESOP policy does not provide for any provision of buyback. As per the ESOP policy governing the granted ESOPs, you have the liberty of redeeming the grants subject to inter alia payment of requisite taxes. The Company cannot consider any such request and you are requested to act as per the ESOP policy. In conclusion, your request for release of an amount of Rs.6,37,200/- and buyback of ESOPs is ill founded. We once again request you to refrain from making unsubstantiated allegations and act more responsibly to refund the extra amount paid to you. While, we have been patient and trying to resolve the matter amicably, we note that your actions and intent seems otherwise and you are purposely delaying refunding the amount of Rs. 20,54,029 wrongly and inadvertently transferred to you on 29.11.2023. In view of the above, we once again seek return of the inadvertently transferred amount on 29.11.2023 for Rs.20,54,029/- forthwith and request you not to mix and/or raise irrelevant issues. At the outset, your email (dated 22 Dec 2023) under reply is misconceived and I deny the allegations made therein. Your email suffers from several infirmities as you have not disclosed the true and correct facts. To cover your lacuna and lapses, you are making baseless allegations. I therefore deny of misusing any money. Per contra, you have withheld Rs.6,37,200/- under the head of 'other deductions' which I am not due to the company either under any agreement/undertaking or by way of loan/advance. Let me remind, the Company has the strict practice of approving, as per the pre-defined approval matrix of any advance, loans, sponsorships (even if payments are made to third parties directly), etc. Let me remind, the Company has the strict practice of approving, as per the pre-defined approval matrix of any advance, loans, sponsorships (even if payments are made to third parties directly), etc. for or on behalf of the employee, subject to undertaking in writing from the respective employee/s for repayment/recovery. I have not availed any such facility which is due for repayment. Further, even in your Relieving Letter, you have confirmed that there are no dues pending from me. Such being the case, company withholding of Rs. 6,37,200/- under the head “other deductions’ is illegal and arbitrary. Though I had raised the query about this by email on 18 November 2023, I have not received any response. Further, I have been patiently waiting on the status of the ESOPs by regular follows ups through emails on 3 November 2023, 7 November 2023 and 18 November 2023. I have neither received any fair and reasonable reply on the above emails nor have I received any login credentials moved to my personal email ID as stated in your emails from Puneet on 6 Nov 2023 and email from Vikrant goyal on 8 Nov 2023. Further without addressing the open points on short payment and ESOPs, you have sent an email on 28 Nov 2023 (Subject : Fwd : Comprehensive Document for Full and Final Settlement) (email attached), stating : 'With this, we have completed the response to all your concerns and queries. This will be our final response on email to you. Also, beyond the queries around your settlement.......' which demonstrates your intent not to address the open issues/settlement eventually causing hardship to the gullible and vulnerable. Further, I reiterate that : (i) all my averments are factual positions with substantiations and records (ii) am willing to settle amicably and refund any excess payment subject to company (a) releasing of my dues of Rs. 6,37,200/- (b) sharing the credentials for my ESOPS as per your emails dated 6 Nov 2023 from Puneet and dated 8 Nov 2023 from Vikrant goyal Further, I request you to reconsider the buyback of ESOPs in the manner as done to former employees Sandeep Agarwala, Siddarth Banerjee, etc. In anticipation of a prompt and reasonable response. We write to you in furtherance of our various discussions regarding an inadvertent human error that triggered a transaction in our systems. In anticipation of a prompt and reasonable response. We write to you in furtherance of our various discussions regarding an inadvertent human error that triggered a transaction in our systems. While we have explained you the issue in detail over several calls, however, your fragile attempt to misuse an inadvertent human error, inordinate and unexplainable delay in returning of money inadvertently transferred to say the least is unwarranted and uncalled. While we have inter alia already explained you that transfer of Rs.20,54,029/- first on 17.11.2023 & then again, the same amount on 29.11.2023 (wrongly transferred), is an inadvertent error and not in accordance with your entitlements, you have still failed to reverse the wrongly transferred amount for reasons best known to you. After duly checking our records and internal discussions, we observe that retention of Rs.20,54,029/- is unacceptable. As a mature organization, while we have been patiently trying to resolve the issue of wrong transfer amicably, we observe that you have been evading our calls and to date failed to return the money. We believe that your conduct now seems to be deliberate and evasive. In view of your conduct, we are forced to put you to notice, whereby, we once again request you to reverse the wrong transfer made on 29.11.2023 for Rs.20,54,029/- forthwith. We reiterate that it was an inadvertent human error at our end and under no circumstances you are entitled to retain the same. We also once again request you to refrain from making unsubstantiated allegations and act more responsibly to refund the extra amount paid to you. Regards, HROps Team 15. We reiterate that it was an inadvertent human error at our end and under no circumstances you are entitled to retain the same. We also once again request you to refrain from making unsubstantiated allegations and act more responsibly to refund the extra amount paid to you. Regards, HROps Team 15. A perusal of the aforesaid documents including the correspondence between the parties will clearly indicate that there is a serious dispute between the petitioners and the 2 nd respondent as regards the sum of Rs.6,37,200/- paid by the petitioners towards club membership charges of the 2 nd respondent as well as the sum of Rs.20,54,029/- paid by the petitioners to the 2 nd respondent on 29.11.2023; in fact, in the complaint itself, the 2 nd respondent refers to this dispute and proceeds to file the impugned complaint, which is clearly an attempt to convert a predominantly, overwhelmingly and essentially a civil/monetary/financial dispute into a criminal dispute by giving the same a criminal flavour/colour with malafide intentions and ulterior motives especially after continuous correspondence between the parties spread over a period of more than two months during which both parties made allegations and counter allegations against each other and consequently, the impugned proceedings deserve to be quashed on this score also. 16. A perusal of the e-mail communication addressed by the 2 nd respondent to the petitioners referred to supra, will indicate that the allegations made in the impugned complaint are conspicuously absent in the said emails of the 2 nd respondent and the allegations are contained/found for the first time in the impugned complaint dated 06.02.2024, that too after more than three months of continuous correspondence, which clearly indicates that the allegations made by the 2 nd respondent in the complaint for the alleged offences are clearly an after thought and a counter blast to the claim/demand made by the petitioners against the 2 nd respondent for repayment / refund of Rs.20,54,029/- said to have been paid by them to the 2 nd respondent on 29.11.2023 and on this ground also, the impugned proceedings deserve to be quashed. 17. It is well settled that time and again the Apex Court and this Court have held that it is impermissible to convert and give a criminal colour / flavour to an essentially, predominantly and overwhelmingly civil dispute which is impermissible in law and such criminal proceedings deserve to be quashed. 17. It is well settled that time and again the Apex Court and this Court have held that it is impermissible to convert and give a criminal colour / flavour to an essentially, predominantly and overwhelmingly civil dispute which is impermissible in law and such criminal proceedings deserve to be quashed. 18. In the case of Joseph Salvaraj A vs. State of Gujarath & others – (2011) 7 SCC 59 , the Apex Court held as under:- 14. Learned counsel for the Appellant contended that even after going through the FIR, no case under Section 406 or 420 of the Penal Code was made out. The FIR was filed by a person who is indisputably not a contracting party and at best by his own admission, had acted only as a mediator, and had no cause of action to file the complaint. He has failed to produce any evidence worth the name in support of his allegation and legally acceptable that the contract was concluded, where under the Appellant was obliged to pay a sum of Rs.10 lacs to Mr. Lalabhai. 15. The allegations in the F.I.R. clearly discloses a civil dispute between the parties and the FIR seems to have been filed only with an intention to harass and humiliate the Appellant. This was a preemptive move by the Complainant. 16. A summary Civil Suit under Order 37 Rule II of Code of Civil Procedure (hereinafter to be referred as 'CPC') has already been filed by Dharmendra P. Rami @ Laldbhai against the Appellant and the Respondent No.4, Complainant herein, before the City Civil Court, Ahmedabad claiming a sum of Rs. 10 lacs together with interest thereon. In the said suit an unconditional leave to defend has already been granted to the Appellant and the matter is still pending. In the light of the aforesaid submissions, it was contended that it is a fit case where the FIR deserves to be quashed otherwise the same would amount to abuse of the process of law. 17. On the other hand, the learned counsel for Respondents especially Respondent No. 4, contended that intention to cheat the complainant was clearly made out by the action of the Appellant, ultimately resulting in lodging of F.I.R. against Appellant and Respondent No.4 both. Learned Single Judge was fully justified in rejecting the Crl. 17. On the other hand, the learned counsel for Respondents especially Respondent No. 4, contended that intention to cheat the complainant was clearly made out by the action of the Appellant, ultimately resulting in lodging of F.I.R. against Appellant and Respondent No.4 both. Learned Single Judge was fully justified in rejecting the Crl. A. @ S.L.P. (Crl.) No.2409 of 2007 Appellant's Petition as it was not a fit case to invoke the jurisdiction conferred on the court under Section 482 of the CrPC. Thus, a prayer was made that no case for interference was made out and the Appeal be dismissed. 18. In the light of the rival contentions we have to examine whether cognizance of the offences could have been taken by the Competent Criminal Court in the light of the averments made by the complainant in the FIR. 19. Even though the learned counsel appearing for contesting parties have cited numerous authorities in support of their respective contentions, but in view of the well settled legal position of law, by long catena of cases of this Court, on this and related points, we are not dealing with each one of them separately and independently. However, the ratio and gist of these would be reflected in our order. 20. In the instant case, we have to first examine Crl. A. @S.L.P. (Crl.) No.2409 of 2007 whether any of the ingredients under Section 406, 420 or 506 (1) of the IPC have been made out to enable the Court to take cognizance thereof against the appellant or not. Bare perusal of the FIR lodged by the complainant, would indicate that he had got in touch with the appellant so as to extend the benefit of Appellant's Channel "GOD TV" to his other brethren residing at Ahmedabad. For the said purposes, he had met the owner of Siti Cable, Bapi Nagar in Ahmedabad and negotiated a settlement for a sum of Rs. 10 lacs on behalf of the Appellant's Company as the fee to be paid to Siti cable by Appellant for telecast of channel "God TV" in Ahmedabad. Further grievance of the Complainant was that despite the telecast of "GOD TV", the Appellant, as promised, failed to pay a sum of Rs. 10 lacs to the owners of Siti cables. This is what has been mentioned in nutshell in the complainant's FIR. Further grievance of the Complainant was that despite the telecast of "GOD TV", the Appellant, as promised, failed to pay a sum of Rs. 10 lacs to the owners of Siti cables. This is what has been mentioned in nutshell in the complainant's FIR. We have grave doubt, in our mind whether on such averments and allegations, even a prima facie case of the aforesaid offences could be Crl. A. @ S.L.P. (Crl.) No.2409 of 2007 made out against the present appellant. 19. In the case of Paramjeet Batra vs. State of Uttarakhand – AIR OnLine 2012 SC 724 , the Apex Court held as under:- 7. While exercising its jurisdiction under Section 482 of the Code the High Court has to be cautious. This power is to be used sparingly and only for the purpose of preventing abuse of the process of any court or otherwise to secure ends of justice. Whether a complaint discloses a criminal offence or not depends upon the nature of facts alleged therein. Whether essential ingredients of criminal offence are present or not has to be judged by the High Court. A complaint disclosing civil transactions may also have a criminal texture. But the High Court must see whether a dispute which is essentially of a civil nature is given a cloak of criminal offence. In such a situation, if a civil remedy is available and is, in fact, adopted as has happened in this case, the High Court should not hesitate to quash criminal proceedings to prevent abuse of process of court. 8. As we have already noted, here the dispute is essentially about the profit of the hotel business and its ownership. The pending civil suit will take care of all those issues. The allegation that forged and fabricated documents are used by the appellant can also be dealt with in the said suit. Respondent 2’s attempt to file similar complaint against the appellant having failed, he has filed the present complaint. The appellant has been acquitted in another case filed by respondent 2 against him alleging offence under Section 406 of the IPC. Possession of the shop in question has also been handed over by the appellant to respondent 2. In such a situation, in our opinion, continuation of the pending criminal proceedings would be abuse of the process of law. The High Court was wrong in holding otherwise. 9. Possession of the shop in question has also been handed over by the appellant to respondent 2. In such a situation, in our opinion, continuation of the pending criminal proceedings would be abuse of the process of law. The High Court was wrong in holding otherwise. 9. In the circumstances, the impugned order dated 29/9/2011 passed by the Uttarakhand High Court is set aside. The entire proceedings of Criminal Case No. 723/2005 (charge-sheet No. 32/2005), and the order of cognizance dated 22/3/2005 passed thereon by the Judicial Magistrate, Khatima, District Udham Singh Nagar against the appellant, respondents 3 and 4 and against accused Rajpal for the offences punishable under Sections 406, 420, 467, 468, 471, 447, 448 read with Section 34 of the IPC are quashed and set aside. This order will however have no effect on the pending civil suit between the parties. Needless to say that the court, seized of the said suit, shall decide it independently and in accordance with law. 20. In the case of Satish Chandra Ratanlal Shah vs. State of Gujarath – (2019) 9 SCC 148 , the Apex Court held as under:- 11. Coming to the aspect of quashing of the charges, it is well settled that such exercise needs to be undertaken by the High Court in exceptional cases. It is also well settled that the framing of charges being initial stages in the trial process, the court therein cannot base the decision of quashing the charge on the basis of the quality or quantity of evidence rather the enquiry must be limited to a prima facie examination. [refer to State of Bihar vs. Ramesh Singh, 1977 CriLJ 1606]. 12. Having observed the background principles applicable herein, we need to consider the individual charges against the appellant. Turning to Section 405 read with 406 of IPC, we observe that the dispute arises out of a loan transaction between the parties. It falls from the record that the respondent no.2 knew the appellant and the attendant circumstances before lending the loan. Further it is an admitted fact that in order to recover the aforesaid amount, the respondent no. 2 had instituted a summary civil suit which is still pending adjudication. The law clearly recognizes a difference between simple payment/investment of money and entrustment of money or property. Further it is an admitted fact that in order to recover the aforesaid amount, the respondent no. 2 had instituted a summary civil suit which is still pending adjudication. The law clearly recognizes a difference between simple payment/investment of money and entrustment of money or property. A mere breach of a promise, agreement or contract does not, ipso facto, constitute the offence of the criminal breach of trust contained in Section 405 IPC without there being a clear case of entrustment. 13. In this context, we may note that there is nothing either in the complaint or in any material before us, pointing to the fact that any property was entrusted to the appellant at all which he dishonestly converted for his own use so as to satisfy the ingredients of Section 405 punishable under Section 406 of IPC. Hence the learned Magistrate committed a serious error in issuing process against the appellants for the said offence. Unfortunately, the High Court also failed to correct this manifest error. 14. Now coming to the charge under Section 415 punishable under Section 420 of IPC. In the context of contracts, the distinction between mere breach of contract and cheating would depend upon the fraudulent inducement and mens rea. (See Hridaya Ranjan Prasad Verma v. State of Bihar, (2000) 4 SCC 168 ). In the case before us, admittedly the appellant was trapped in economic crisis and therefore, he had approached the respondent no. 2 to ameliorate the situation of crisis. Further, in order to recover the aforesaid amount, the respondent no. 2 had instituted a summary civil suit seeking recovery of the loan amount which is still pending adjudication. The mere inability of the appellant to return the loan amount cannot give rise to a criminal prosecution for cheating unless fraudulent or dishonest intention is shown right at the beginning of the transaction, as it is this mens rea which is the crux of the offence. Even if all the facts in the complaint and material are taken on their face value, no such dishonest representation or inducement could be found or inferred. 21. In the case of Naresh Kumar & Another vs. State of Karnataka – 2024 INSC 196 , the Apex Court held as under:- 4. Even if all the facts in the complaint and material are taken on their face value, no such dishonest representation or inducement could be found or inferred. 21. In the case of Naresh Kumar & Another vs. State of Karnataka – 2024 INSC 196 , the Apex Court held as under:- 4. Having heard the learned counsel for both the parties, we are of the considered view that the findings of the High Court on this aspect are not correct. We do not agree with the findings arrived at by the High Court for two reasons. Firstly, the dispute between the parties is primarily, civil in nature. It is after all a question of how many bicycles the complainant had assembled and the dispute between the parties is only regarding the figure of bicycles and consequently of the amount liable to be paid. This is a civil dispute. The complainant has not been able to establish that the intention to cheat the complainant was there with the appellants right from the beginning. Merely because the appellants admit that only 28,995 bicycles were assembled, but they have admittedly paidan amount of Rs. 62,01,746/- to the complainant, which is of a much higher number of bicycles, would not prove that the intention of the appellants right from the beginning was to cheat. This amount i.e. the additional amount of Rs. 26 lacs have been paid by the appellants pursuant to a settlement. The reasons and the logic for arriving at a settlement are quite different. In this case it seems, it is primarily to bring a quietus to the dispute and to have peace and to avoid litigation. The mere fact that the appellants have paid an additional amount pursuant to the settlement, cannot be presumed as an act of cheating. Moreover, the complainant does not deny the fact that a settlement was reached between the parties though he says he was coerced into the settlement. He does not dispute that the additional amount paid by the appellants under the terms of the compromise deed, which is an amount of Rs.25,75,442 (after deducting TDS) was received by the complainant, as this amount has been received in a bank transaction through NEFT on 29.12.2017. The allegation that the complainant was coerced into a settlement, looks unlikely for two reasons. The allegation that the complainant was coerced into a settlement, looks unlikely for two reasons. First, there is no FIR or Complaint that the complainant was coerced into this settlement.Secondly, this amount was duly accepted by the complainant. 5. Under these circumstances, we are of the considered view that this is a case where the inherent powers should have been exercised by the High Court under Section 482 of the Criminal Procedure Code as the powers are there to stop the abuse of the process and to secure the ends of justice. 6. In the case of Paramjeet Batra v. State of Uttarakhand (2013) 11 SCC 673 , this Court recognized that although the inherent powers of a High Court under Section 482 of the Code of Criminal Procedure should be exercised sparingly, yet the High Court must not hesitate in quashing such criminal proceedings which are essentially of a civil nature. This is what was held: “12. While exercising its jurisdiction under Section 482 of the Code the High Court has to be cautious. This power is to be used sparingly and only for the purpose of preventing abuse of the process of any court or otherwise to secure ends of justice. Whether a complaint discloses a criminal offence or not depends upon the nature of facts alleged therein. Whether essential ingredients of criminal offence are present or not has to be judged by the High Court. A complaint disclosing civil transactions may also have a criminal texture. But the High Court must see whether a dispute which is essentially of a civil nature is given a cloak of criminal offence. In such a situation, if a civil remedy is available and is, in fact, adopted as has happened in this case, the High Court should not hesitate to quash the criminal proceedings to prevent abuse of process of the court.” (emphasis supplied) Relying upon the decision in Paramjeet Batra (supra), this Court in Randheer Singh v. State of U.P. (2021) 14 SCC 626 , observed that criminal proceedings cannot be taken recourse to as a weapon of harassment. In Usha Chakraborty & Anr. v. State of West Bengal & Anr. In Usha Chakraborty & Anr. v. State of West Bengal & Anr. 2023 SCC OnLine SC 90, relying upon Paramjeet Batra (supra) it was again held that where a dispute which is essentially of a civil nature, is given a cloak of a criminal offence, then such disputes can be quashed, by exercising the inherent powers under Section 482 of the Code of Criminal Procedure. 7. Essentially, the present dispute between the parties relates to a breach of contract. A mere breach of contract, by one of the parties, would not attract prosecution for criminal offence in every case, as held by this Court in Sarabjit Kaur v. State of Punjab and Anr. (2023) 5 SCC 360 . Similarly, dealing with the distinction between the offence of cheating and a mere breach of contractual obligations, this Court, in Vesa Holdings (P) Ltd. v. State of Kerala, (2015) 8 SCC 293 , has held that every breach of contract would not give rise to the offence of cheating, and it is required to be shown that the accused had fraudulent or dishonest intention at the time of making the promise. 8. In the case at hand, the dispute between the parties was not only essentially of a civil nature but in this case the dispute itself stood settled later as we have already discussed above. We see no criminal element here and consequently the case here is nothing but an abuse of the process. We therefore allow the appeal and set asidethe order of the High Court dated 02.12.2020. The criminal proceedings arising out of FIR No.113 of 2017 will hereby stand quashed. 22. In the case of Lalith Chaturvedi vs. State of Uttar Pradesh – 2024 SCC Online SC 171, it was held as under:- 5. This Court, in a number of judgments, has pointed out the clear distinction between a civil wrong in the form of breach of contract, non-payment of money or disregard to and violation of the contractual terms; and a criminal offence under Sections 420 and 406 of the IPC. Repeated judgments of this Court, however, are somehow overlooked, and are not being applied and enforced. We will be referring to these judgments. The impugned judgment dismisses the application filed by the appellants under Section 482 of the Cr. Repeated judgments of this Court, however, are somehow overlooked, and are not being applied and enforced. We will be referring to these judgments. The impugned judgment dismisses the application filed by the appellants under Section 482 of the Cr. P.C. on the ground of delay/laches and also the factum that the chargesheet had been filed on 12.12.2019. This ground and reason is also not valid. 6. In “Mohammed Ibrahim v. State of Bihar”, this Court had referred to Section 420 of the IPC, to observe that in order to constitute an offence under the said section, the following ingredients are to be satisfied:— “18. Let us now examine whether the ingredients of an offence of cheating are made out. The essential ingredients of the offence of “cheating” are as follows: (i) deception of a person either by making a false or misleading representation or by dishonest concealment or by any other act or omission; (ii) fraudulent or dishonest inducement of that person to either deliver any property or to consent to the retention thereof by any person or to intentionally induce that person so deceived to do or omit to do anything which he would not do or omit if he were not so deceived; and (iii) such act or omission causing or is likely to cause damage or harm to that person in body, mind, reputation or property. 19. To constitute an offence under section 420, there should not only be cheating, but as a consequence of such cheating, the accused should have dishonestly induced the person deceived (i) to deliver any property to any person, or (ii) to make, alter or destroy wholly or in part a valuable security (or anything signed or sealed and which is capable of being converted into a valuable security).” 7. Similar elucidation by this Court in “V.Y. Jose v. State of Gujarat”, explicitly states that a contractual dispute or breach of contract per se should not lead to initiation of a criminal proceeding. The ingredient of ‘cheating’, as defined under Section 415 of the IPC, is existence of a fraudulent or dishonest intention of making initial promise or representation thereof, from the very beginning of the formation of contract. The ingredient of ‘cheating’, as defined under Section 415 of the IPC, is existence of a fraudulent or dishonest intention of making initial promise or representation thereof, from the very beginning of the formation of contract. Further, in the absence of the averments made in the complaint petition wherefrom the ingredients of the offence can be found out, the High Court should not hesitate to exercise its jurisdiction under Section 482 of the Cr. P.C. Section 482 of the Cr. P.C. saves the inherent power of the High Court, as it serves a salutary purpose viz. a person should not undergo harassment of litigation for a number of years, when no criminal offence is made out. It is one thing to say that a case has been made out for trial and criminal proceedings should not be quashed, but another thing to say that a person must undergo a criminal trial despite the fact that no offence has been made out in the complaint. This Court in V.Y. Jose (supra) placed reliance on several earlier decisions in “Hira Lal Hari Lal Bhagwati v. CBI”, “Indian Oil Corporation v. NEPC India Ltd.”7, “Vir Prakash Sharma v. Anil Kumar Agarwal” and “All Cargo Movers (I) (P) Ltd. v. Dhanesh Badarmal Jain”. 8. Having gone through the complaint, which was registered as an FIR and the assertions made therein, it is quite clear that respondent no. 2/complainant - Sanjay Garg's grievance is regarding failure of the appellants to pay the outstanding amount, in spite of the respondent no. 2/complainant - Sanjay Garg's repeated demands. The respondent no. 2/complainant - Sanjay Garg states that the supplies were made between the period 01.12.2015 and 06.08.2017. The appellants had made the payments from time to time of Rs. 3,76,40,553/- leaving a balance of Rs. 1,92,91,358/-. 9. We will assume that the assertions made in the complaint are correct, but even then, a criminal offence under Section 420 read with Section 415 of the IPC is not established in the absence of deception by making false and misleading representation, dishonest concealment or any other act or omission, or inducement of the complainant to deliver any property at the time of the contract(s) being entered. The ingredients to allege the offence are neither stated nor can be inferred from the averments. A prayer is made to the police for recovery of money from the appellants. The ingredients to allege the offence are neither stated nor can be inferred from the averments. A prayer is made to the police for recovery of money from the appellants. The police is to investigate the allegations which discloses a criminal act. Police does not have the power and authority to recover money or act as a civil court for recovery of money. 10. The chargesheet also refers to Section 406 of the IPC, but without pointing out how the ingredients of said section are satisfied. No details and particulars are mentioned. There are decisions which hold that the same act or transaction cannot result in an offence of cheating and criminal breach of trust simultaneously. For the offence of cheating, dishonest intention must exist at the inception of the transaction, whereas, in case of criminal breach of trust there must exist a relationship between the parties whereby one party entrusts another with the property as per law, albeit dishonest intention comes later. In this case entrustment is missing, in fact it is not even alleged. It is a case of sale of goods. The chargesheet does refer to Section 506 of the IPC relying upon the averments in the complaint. However, no details and particulars are given, when and on which date and place the threats were given. Without the said details and particulars, it is apparent to us, that these allegations of threats etc. have been made only with an intent to activate police machinery for recovery of money. 11. It is for the respondent no. 2/complainant - Sanjay Garg to file a civil suit. Initiation of the criminal process for oblique purposes, is bad in law and amounts to abuse of process of law. 12. In view of the aforesaid discussion, the impugned judgment is set aside and the present appeal is allowed quashing the FIR and resultant proceedings, including the chargesheet. 23. In the case of A.M.Mohan vs. State represented by SHO & Anr. – 2024 INSC 233 , the Apex Court held as under:- 10. The Court has also noted the concern with regard to a growing tendency in business circles to convert purely civil disputes into criminal cases. The Court observed that this is obviously on account of a prevalent impression that civil law remedies are time consuming and do not adequately protect the interests of lenders/creditors. The Court has also noted the concern with regard to a growing tendency in business circles to convert purely civil disputes into criminal cases. The Court observed that this is obviously on account of a prevalent impression that civil law remedies are time consuming and do not adequately protect the interests of lenders/creditors. The Court also recorded that there is an impression that if a person could somehow be entangled in a criminal prosecution, there is a likelihood of imminent settlement. The Court, relying on the law laid down by it in the case of G. Sagar Suri and Another v. State of U.P. and Others held that any effort to settle civil disputes and claims, which do not involve any criminal offence, by applying pressure through criminal prosecution should be deprecated and discouraged. The Court also observed that though no one with a legitimate cause or grievance should be prevented from seeking remedies available in criminal law, a complainant who initiates or persists with a prosecution, being fully aware that the criminal proceedings are unwarranted and his remedy lies only in civil law, should himself be made accountable, at the end of such misconceived criminal proceedings, in accordance with law. 11. This Court, in the case of Prof. R.K. Vijayasarathy and Another v. Sudha Seetharam and Another has culled out the ingredients to constitute the offence under Sections 415 and 420 of IPC, as under: “15. Section 415 of the Penal Code reads thus: “415. Cheating.—Whoever, by deceiving any person, fraudulently or dishonestly induces the person so deceived to deliver any property to any person, or to consent that any person shall retain any property, or intentionally induces the person so deceived to do or omit to do anything which he would not do or omit if he were not so deceived, and which act or omission causes or is likely to cause damage or harm to that person in body, mind, reputation or property, is said to “cheat”.” 16. The ingredients to constitute an offence of cheating are as follows: 16.1. There should be fraudulent or dishonest inducement of a person by deceiving him: 16.1.1. The person so induced should be intentionally induced to deliver any property to any person or to consent that any person shall retain any property, or 16.1.2. The ingredients to constitute an offence of cheating are as follows: 16.1. There should be fraudulent or dishonest inducement of a person by deceiving him: 16.1.1. The person so induced should be intentionally induced to deliver any property to any person or to consent that any person shall retain any property, or 16.1.2. The person so induced should be intentionally induced to do or to omit to do anything which he would not do or omit if he were not so deceived; and 16.2. In cases covered by 16.1.2. above, the act or omission should be one which caused or is likely to cause damage or harm to the person induced in body, mind, reputation or property. 17. A fraudulent or dishonest inducement is an essential ingredient of the offence. A person who dishonestly induces another person to deliver any property is liable for the offence of cheating. 18. Section 420 of the Penal Code reads thus: “420. Cheating and dishonestly inducing delivery of property.— Whoever cheats and thereby dishonestly induces the person deceived to deliver any property to any person, or to make, alter or destroy the whole or any part of a valuable security, or anything which is signed or sealed, and which is capable of being converted into a valuable security, shall be punished with imprisonment of either description for a term which may extend to seven years, and shall also be liable to fine.” 19. The ingredients to constitute an offence under Section 420 are as follows: 19.1. A person must commit the offence of cheating under Section 415; and 19.2. The person cheated must be dishonestly induced to (a) deliver property to any person; or (b) make, alter or destroy valuable security or anything signed or sealed and capable of being converted into valuable security. 20. Cheating is an essential ingredient for an act to constitute an offence under Section 420.” 12. A similar view has been taken by this Court in the cases of Archana Rana v. State of Uttar Pradesh and Another4, Deepak Gaba and Others v. State of Uttar Pradesh and Another5 and Mariam Fasihuddin and Another v. State by Adugodi Police Station and Another6. 13. A similar view has been taken by this Court in the cases of Archana Rana v. State of Uttar Pradesh and Another4, Deepak Gaba and Others v. State of Uttar Pradesh and Another5 and Mariam Fasihuddin and Another v. State by Adugodi Police Station and Another6. 13. It could thus be seen that for attracting the provision of Section 420 of IPC, the FIR/complaint must show that the ingredients of Section 415 of IPC are made out and the person cheated must have been dishonestly induced to deliver the property to any person; or to make, alter or destroy valuable security or anything signed or sealed and capable of being converted into valuable security. In other words, for attracting the provisions of Section 420 of IPC, it must be shown that the FIR/complaint discloses: (2021) 3 SCC 751 : 2021 INSC 135 (2023) 3 SCC 423 : 2023 INSC 1 2024 SCC OnLine SC 58 : 2024 INSC 49 (i) the deception of any person; (ii) fraudulently or dishonestly inducing that person to deliver any property to any person; and (iii) dishonest intention of the accused at the time of making the inducement. 14. The averments with regard to the present appellant as have been found in the FIR is as under: “At the instance of the said Lakshmanan (accused No.1), I (complainant) paid directly Rs. 20,00,000/- to one Mohan (appellant-accused No. 3) and the said Lakshmanan (accused No.1) transferred the remaining sale consideration of over 18 odd crores to Mohan for the purchase of his lands at Sunguvarchatram. But suppressed the execution of sale deed dated 03.02.2017 by the appellant/accused No.3.” 15. A perusal thereof would reveal that even in the said averments, the allegation with regard to inducement is only qua accused No. 1. We have perused the entire FIR. Except the aforesaid allegations, there are no other allegation with regard to the present appellant-accused No. 3. The rest of the allegations are against accused No. 1 (Lakshmanan). Even the allegations with regard to inducement are only against accused Nos. 1 and 2. 16. We have perused the entire FIR. Except the aforesaid allegations, there are no other allegation with regard to the present appellant-accused No. 3. The rest of the allegations are against accused No. 1 (Lakshmanan). Even the allegations with regard to inducement are only against accused Nos. 1 and 2. 16. Not only that, even in the charge-sheet, the only role attributed to the present appellant could be found as follows: “Thereafter, A2 had lured the complainant once again saying that A1 is going to layout the 9.80 acre land in Chittoor Village, Thiruperumbudur Taluk, which is under A3’s general power of attorney and that the complainant would gain huge profits if he invests Rs. 2 crores in this project as well. A1 too, as he had already done, lured the complainant that he would pay him a share out of the profit, and executed a General Power of Attorney Deed in favour of the complainant in respect of the 9.80 acre land in Chittoor Village in Thiruperumbudur Taluk which he purchasedfrom A3 and registered it as Doc. No. 3733/2017 in Sunguvarchattiram Sub Registrar Office on 03.02.2017, in a manner instilling confidence in the complainant. …….. Moreover, upon instructions from A1 to transfer Rs. 20,00,000/- to A3’s Tamil Nadu Mercantile Bank Account towards sale of the land made by A3 to A1, the complainant had transferred online a sum of Rs.20,00,000/- to A3’s Tamil Nadu Mercantile Bank Account from his Yes Bank Account on 02.02.2017.” 17. It could thus be seen that the only allegation against the present appellant is that accused No. 1 executed the GPA in favour of the complainant in respect of the land which is purchased from the present appellant-accused No.3. The other allegation is that upon instructions of accused No. 1 to transfer Rs. 20,00,000/- to accused No. 3’s Tamil Nadu Mercantile Bank Account towards sale of the land made by the appellant-accused No.3 to accused No.1, the complainant had transferred online a sum of Rs.20,00,000/-. 18. It is an undisputed position that upon receipt of the said amount of Rs.20,00,000/-, the present appellant had transferred the land in question by sale deed in favour of accused No.1. It is also undisputed that thereafter accused No. 1 executed the GPA in favour of the complainant on the same day. 18. It is an undisputed position that upon receipt of the said amount of Rs.20,00,000/-, the present appellant had transferred the land in question by sale deed in favour of accused No.1. It is also undisputed that thereafter accused No. 1 executed the GPA in favour of the complainant on the same day. After the sale deed was executed in favour of accused No.1 by the appellant-accused No.3, though the complaint narrates various instances thereafter, no role is attributed to the present appellant. 19. At the cost of repetition, it has to be noted that no role of inducement at all has been attributed to the present appellant. Rather, from the perusal of the FIR and the charge-sheet, it would reveal that there was no transaction of any nature directly between the appellant and the complainant. The version, if accepted at its face value, would reveal that, at the instance of accused No. 1, the complainant transferred the amount of Rs.20,00,000/- in the account of the appellant. On receipt of the said amount, the appellant immediately executed the sale deed in favour of accused No.1, who thereafter executed the GPA in favour of the complainant. After that, no role is attributed to the present appellant and whatever happened thereafter, has happened between accused No. 1, the complainant and the other accused persons. In that view of the matter, we find that the FIR or the charge-sheet, even if taken at its face value, does not disclose the ingredients to attract the provision of Section 420 of IPC qua the appellant. 20. The dishonest inducement is the sine qua non to attract the provisions of Sections 415 and 420 of IPC. In our considered view, the same is totally lacking qua the present appellant. In that view of the matter, we find that continuation of the criminal proceedings against the present appellant would be nothing else but amount to abuse of process of law resulting in miscarriage of justice. 21. Insofar as the contention of the respondents that since the charge-sheet has been filed, the present appeal is liable to be dismissed, is concerned, it will be relevant to refer to the following observations of this Court, in the case of Anand Kumar Mohatta and Another v. State (NCT of Delhi), Department of Home and Another7: “14. 21. Insofar as the contention of the respondents that since the charge-sheet has been filed, the present appeal is liable to be dismissed, is concerned, it will be relevant to refer to the following observations of this Court, in the case of Anand Kumar Mohatta and Another v. State (NCT of Delhi), Department of Home and Another7: “14. First, we would like to deal with the submission of the learned Senior Counsel for Respondent 2 that once the charge-sheet is filed, petition for quashing of FIR is untenable. We do not see any merit in this submission, keeping in mind the position of this Court in Joseph Salvaraj A. v. State of Gujarat [Joseph Salvaraj A. v. State of Gujarat, (2011) 7 SCC 59 : (2011) 3 SCC (Cri) 23] . In Joseph Salvaraj A. [Joseph Salvaraj A. v. State of Gujarat, (2011) 7 SCC 59 : (2011) 3 SCC (Cri) 23] , this Court while deciding the question whether the High Court could entertain the Section 482 petition for quashing of FIR, when the charge-sheet was filed by the police during the pendency of the Section 482 petition, observed : (SCC p. 63, para 16) “16. Thus, from the general conspectus of the various sections under which the appellant is being charged and is to be prosecuted would show that the same are not made out even prima facie from the complainant's FIR. Even if the charge-sheet had been filed, the learned Single Judge [Joesph Saivaraj A. v. State of Gujarat, 2007 SCC OnLine Guj 365] could have still examined whether the offences alleged to have been committed by the appellant were prima facie made out from the complainant's FIR, charge- sheet, documents, etc. or not.” 15. Even otherwise it must be remembered that the provision invoked by the accused before the High Court is Section 482 CrPC and that this Court is (2019) 11 SCC 706 : 2018 INSC 1060 hearing an appeal from an order under Section 482 CrPC. Section 482 CrPC reads as follows: “482. Saving of inherent powers of the High Court.—Nothing in this Code shall be deemed to limit or affect the inherent powers of the High Court to make such orders as may be necessary to give effect to any order under this Code, or to prevent abuse of the process of any court or otherwise to secure the ends of justice.” 16. There is nothing in the words of this section which restricts the exercise of the power of the Court to prevent the abuse of process of court or miscarriage of justice only to the stage of the FIR. It is settled principle of law that the High Court can exercise jurisdiction under Section 482 CrPC even when the discharge application is pending with the trial court [G. Sagar Suri v. State of U.P., (2000) 2 SCC 636 , para 7 : 2000 SCC (Cri)513. Umesh Kumar v. State of A.P., (2013) 10 SCC 591 , para 20 : (2014) 1 SCC (Cri) 338 : (2014) 2 SCC (L&S) 237] . Indeed, it would be a travesty to hold that proceedings initiated against a person can be interfered with at the stage of FIR but not if it has advanced and the allegations have materialised into a charge-sheet. On the contrary it could be said that the abuse of process caused by FIR stands aggravated if the FIR has taken the form of a charge-sheet after investigation. The power is undoubtedly conferred to prevent abuse of process of power of any court.” [emphasis supplied] 22. A similar view has been taken by this Court in the case of Haji Iqbal alias Bala through S.P.O.A. v. State of U.P. and Others8. 23. In that view of the matter, contention in this regard has no merit. CONCLUSION 24. In the result, we are inclined to allow the appeal. The order of the High Court dated 15th July 2022 in Criminal O.P. No.20716 of 2020 and Criminal M.P. No. 8763 of 2020 is quashed and set aside. The FIR in Crime No.21 of 2020 and the consequential charge-sheet filed against the present appellant shall stand quashed and set aside. 25. Pending application(s), if any, shall stand disposed of. 24. In the case of Delhi Race Club (1940) Ltd., & others vs. State of Uttar Pradesh – 2024 SCC Online SC 2248, the Apex Court held as under:- 24. This Court in its decision in S.W. Palanitkar & Ors. v. State of Bihar & Anr. reported in (2002) 1 SCC 241 expounded the difference in the ingredients required for constituting an of offence of criminal breach of trust (Section 406 IPC) viz-a-viz the offence of cheating (Section 420). The relevant observations read as under: - “9. This Court in its decision in S.W. Palanitkar & Ors. v. State of Bihar & Anr. reported in (2002) 1 SCC 241 expounded the difference in the ingredients required for constituting an of offence of criminal breach of trust (Section 406 IPC) viz-a-viz the offence of cheating (Section 420). The relevant observations read as under: - “9. The ingredients in order to constitute a criminal breach of trust are: (i) entrusting a person with property or with any dominion over property, (ii) that person entrusted (a) dishonestly misappropriating or converting that property to his own use; or (b) dishonestly using or disposing of that property or wilfully suffering any other person so to do in violation (i) of any direction of law prescribing the mode in which such trust is to be discharged, (ii) of any legal contract made, touching the discharge of such trust. 10. The ingredients of an offence of cheating are: (i) there should be fraudulent or dishonest inducement of a person by deceiving him, (ii)(a) the person so deceived should be induced to deliver any property to any person, or to consent that any person shall retain any property; or (b) the person so deceived should be intentionally induced to do or omit to do anything which he would not do or omit if he were not so deceived; and (iii) in cases covered by (ii)(b), the act of omission should be one which causes or is likely to cause damage or harm to the person induced in body, mind, reputation or property.” 25. What can be discerned from the above is that the offences of criminal breach of trust (Section 406 IPC) and cheating (Section 420 IPC) have specific ingredients. In order to constitute a criminal breach of trust (Section 406 IPC): - 1) There must be entrustment with person for property or dominion over the property, and 2) The person entrusted: - a) dishonestly misappropriated or converted property to his own use, or b) dishonestly used or disposed of the property or willfully suffers any other person so to do in violation of: i. any direction of law prescribing the method in which the trust is discharged; or ii. legal contract touching the discharge of trust (see: S.W.P. Palanitkar (supra). legal contract touching the discharge of trust (see: S.W.P. Palanitkar (supra). Similarly, in respect of an offence under Section420 IPC, the essential ingredients are: - 1) deception of any person, either by making a false or misleading representation or by other action or by omission; 2) fraudulently or dishonestly inducing any person to deliver any property, or 3) the consent that any persons shall retain any property and finally intentionally inducing that person to do or omit to do anything which he would not do or omit (see: Harmanpreet Singh Ahluwalia v. State of Punjab, (2009) 7 SCC 712 : (2009) Cr.L.J. 3462 (SC)) 26. Further, in both the aforesaid sections, mens rea i.e. intention to defraud or the dishonest intention must be present, and in the case of cheating it must be there from the very beginning or inception. 27. In our view, the plain reading of the complaint fails to spell out any of the aforesaid ingredients noted above. We may only say, with a view to clear a serious misconception of law in the mind of the police as well as the courts below, that if it is a case of the complainant that offence of criminal breach of trust as defined under Section 405 of IPC, punishable under Section 406 of IPC, is committed by the accused, then in the same breath it cannot be said that the accused has also committed the offence of cheating as defined and explained in Section 415 of the IPC, punishable under Section 420 of the IPC. 28. Every act of breach of trust may not result in a penal offence of criminal breach of trust unless there is evidence of manipulating act of fraudulent misappropriation. An act of breach of trust involves a civil wrong in respect of which the person may seek his remedy for damages in civil courts but, any breach of trust with a mens rea, gives rise to a criminal prosecution as well. It has been held in Hari Prasad Chamaria v. Bishun Kumar Surekha & Ors., reported in (1973) 2 SCC 823 as under: “4. We have heard Mr. Maheshwari on behalf of the appellant and are of the opinion that no case has been made out against the respondents under Section 420 Penal Code, 1860. It has been held in Hari Prasad Chamaria v. Bishun Kumar Surekha & Ors., reported in (1973) 2 SCC 823 as under: “4. We have heard Mr. Maheshwari on behalf of the appellant and are of the opinion that no case has been made out against the respondents under Section 420 Penal Code, 1860. For the purpose of the present appeal, we would assume that the various allegations of fact which have been made in the complaint by the appellant are correct. Even after making that allowance, we find that the complaint does not disclose the commission of any offence on the part of the respondents under Section 420 Penal Code, 1860. There is nothing in the complaint to show that the respondents had dishonest or fraudulent intention at the time the appellant parted with Rs. 35.000/- There is also nothing to indicate that the respondents induced the appellant to pay them Rs. 35,000/- by deceiving him. It is further not the case of the appellant that a representation was made, the respondents knew the same to be false. The fact that the respondents subsequently did not abide by their commitment that they would show the appellant to be the proprietor of Drang Transport Corporation and would also render accounts to him in the month of December might create civil liability on the respondents for the offence of cheating.” 29. To put it in other words, the case of cheating and dishonest intention starts with the very inception of the transaction. But in the case of criminal breach of trust, a person who comes into possession of the movable property and receives it legally, but illegally retains it or converts it to his own use against the terms of the contract, then the question is, in a case like this, whether the retention is with dishonest intention or not, whether the retention involves criminal breach of trust or only a civil liability would depend upon the facts of each case. 30. The distinction between mere breach of contract and the offence of criminal breach of trust and cheating is a fine one. In case of cheating, the intention of the accused at the time of inducement should be looked into which may be judged by a subsequent conduct, but for this, the subsequent conduct is not the sole test. 30. The distinction between mere breach of contract and the offence of criminal breach of trust and cheating is a fine one. In case of cheating, the intention of the accused at the time of inducement should be looked into which may be judged by a subsequent conduct, but for this, the subsequent conduct is not the sole test. Mere breach of contract cannot give rise to a criminal prosecution for cheating unless fraudulent or dishonest intention is shown right from the beginning of the transaction i.e. the time when the offence is said to have been committed. Therefore, it is this intention, which is the gist of the offence. Whereas, for the criminal breach of trust, the property must have been entrusted to the accused or he must have dominion over it. The property in respect of which the offence of breach of trust has been committed must be either the property of some person other than the accused or the beneficial interest in or ownership’ of it must be of some other person. The accused must hold that property on trust of such other person. Although the offence, i.e. the offence of breach of trust and cheating involve dishonest intention, yet they are mutually exclusive and different in basic concept. There is a distinction between criminal breach of trust and cheating. For cheating, criminal intention is necessary at the time of making a false or misleading representation i.e., since inception. In criminal breach of trust, mere proof of entrustment is sufficient. Thus, in case of criminal breach of trust, the offender is lawfully entrusted with the property, and he dishonestly misappropriated the same. Whereas, in case of cheating, the offender fraudulently or dishonestly induces a person by deceiving him to deliver any property. In such a situation, both the offences cannot co-exist simultaneously. 31. At the most, the court of the Additional Chief Judicial Magistrate could have issued process for the offence punishableunder Section 420 of the IPC i.e. cheating but in any circumstances no case of criminal breach of trust is made out. The reason being that indisputably there is no entrustment of any property in the case at hand. It is not even the case of the complainant that any property was lawfully entrusted to the appellants and that the same has been dishonestly misappropriated. The case of the complainant is plain and simple. The reason being that indisputably there is no entrustment of any property in the case at hand. It is not even the case of the complainant that any property was lawfully entrusted to the appellants and that the same has been dishonestly misappropriated. The case of the complainant is plain and simple. He says that the price of the goods sold by him has not been paid. Once there is a sale, Section 406 of the IPC goes out of picture. According to the complainant, the invoices raised by him were not cleared. No case worth the name of cheating is also made out. 32. Even if the Magistrate would have issued process for the offence punishable under Section 420 of the IPC, i.e., cheating the same would have been liable to be quashed and set aside, as none of the ingredients to constitute the offence of cheating are disclosed from the materials on record. 33. It has been held in State of Gujarat v. Jaswantlal Nathalal reported in (1968) 2 SCR 408 , “The term “entrusted” found in Section 405 IPC governs not only the words “with the property” immediately following it but also the words “or with any dominion over the property” occurring thereafter—see Velji Raghvaji Patel v. State of Maharashtra [ (1965) 2 SCR 429 ]. Before there can be any entrustment there must be a trust meaning thereby an obligation annexed to the ownership of property and a confidence reposed in and accepted by the owner or declared and accepted by him for the benefit of another or of another and the owner. But that does not mean that such an entrustment need conform to all the technicalities of the law of trust — see Jaswantrai Manilal Akhaney v. State of Bombay [ 1956 SCR 483 ]. The expression “entrustment” carries with it the implication that the person handing over any property or on whose behalf that property is handed over to another, continues to be its owner. Further the person handing over the property must have confidence in the person taking the property so as to create a fiduciary relationship between them. A mere transaction of sale cannot amount to an “entrustment””. 34. Further the person handing over the property must have confidence in the person taking the property so as to create a fiduciary relationship between them. A mere transaction of sale cannot amount to an “entrustment””. 34. Similarly, in Central Bureau of Investigation, SPE, SIU(X), New Delhi v. Duncans Agro Industries Ltd., Calcutta reported in (1996) 5 SCC 591 this Court held that the expression “entrusted with property” used in Section 405 of the IPC connotes that the property in respect of which criminal breach of trust can be committed must necessarily be the property of some person other than the accused or that the beneficial interest in or ownership thereof must be in the other person and the offender must hold such property in trust for such other person or for his benefit. The relevant observations read as under: - “27. In the instant case, a serious dispute has been raised by the learned counsel appearing for the respective parties as to whether on the face of the allegations, an offence of criminal breach of trust is constituted or not. In our view, the expression “entrusted with property” or “with any dominion over property” has been used in a wide sense in Section 405 IPC. Such expression includes all cases in which goods are entrusted, that is, voluntarily handed over for a specific purpose and dishonestly disposed of in violation of law or in violation of contract. The expression ‘entrusted’ appearing in Section 405 IPC is not necessarily a term of law. It has wide and different implications in different contexts. It is, however, necessary that the ownership or beneficial interest in the ownership of the property entrusted in respect of which offence is alleged to have been committed must be in some person other than the accused and the latter must hold it on account of some person or in some way for his benefit. The expression ‘trust’ in Section 405 IPC is a comprehensive expression and has been used to denote various kinds of relationships like the relationship of trustee and beneficiary, bailor and bailee, master and servant, pledger and pledgee. When some goods are hypothecated by a person to another person, the ownership of the goods still remains with the person who has hypothecated such goods. When some goods are hypothecated by a person to another person, the ownership of the goods still remains with the person who has hypothecated such goods. The property in respect of which criminal breach of trust can be committed must necessarily be the property of some person other than the accused or the beneficial interest in or ownership of it must be in the other person and the offender must hold such property in trust for such other person or for his benefit. In a case of pledge, the pledged article belongs to some other person but the same is kept in trust by the pledgee. [...]” (Emphasis supplied) 35. The aforesaid exposition of law makes it clear that there should be some entrustment of property to the accused wherein the ownership is not transferred to the accused. In case of sale of movable property, although the payment may be deferred yet the property in the goods passes on delivery as per Sections 20 and 24 respectively of the Sale of Goods Act, 1930. “20. Specific goods in a deliverable state. —Where there is an unconditional contract for the sale of specific goods in a deliverable state, the property in the goods passes to the buyer when the contract is made and it is immaterial whether the time of payment of the price or the time of delivery of goods, or both, is postponed. xxx xxx xxx 24. Goods sent on approval or “on sale or return”. — When goods are delivered to the buyer on approval or “on sale or return” or other similar terms, the property therein passes to the buyer— (a) when he signifies his approval or acceptance to the seller or does any other act adopting the transaction; (b) if he does not signify his approval or acceptance to the seller but retains the goods without giving notice of rejection, then, if a time has been fixed for the return of the goods on the expiration of such time, and, if no time has been fixed, on the expiration of a reasonable time.” 36. From the aforesaid, there is no manner of any doubt whatsoever that in case of sale of goods, the property passes to the purchaser from the seller when the goods are delivered. From the aforesaid, there is no manner of any doubt whatsoever that in case of sale of goods, the property passes to the purchaser from the seller when the goods are delivered. Once the property in the goods passes to the purchaser, it cannot be said that the purchaser was entrusted with the property of the seller. Without entrustment of property, there cannot be any criminal breach of trust. Thus, prosecution of cases on charge of criminal breach of trust, for failure to pay the consideration amount in case of sale of goods is flawed to the core. There can be civil remedy for the non-payment of the consideration amount, but no criminal case will be maintainable for it. [See : Lalit Chaturvedi and Others v. State of Uttar Pradesh and Another : 2024 SCC OnLine SC 171 & Mideast Integrated Steels Ltd. (MESCO Steel Ltd.) and Others v. State of Jharkhand and Another :2023 SCC OnLine Jhar 301] 37. The case at hand falls in category No. 1 as laid in Smt.Nagawwa (supra) referred to in para 7 of this judgment. 38. If it is the case of the complainant that a particular amount is due and payable to him then he should have filed a civil suit for recovery of the amount against the appellants herein. But he could not have gone to the court of Additional Chief Judicial Magistrate by filing a complaint of cheating and criminal breach of trust. 39. It appears that till this date, the complainant has not filed any civil suit for recovery of the amount which according to him is due and payable to him by the appellants. He seems to have prima facie lost the period of limitation for filing such a civil suit. 40. In such circumstances referred to above, the continuation of the criminal proceeding would be nothing but abuse of the process of law. FINAL CONCLUSION 41. Before we close this matter, we would like to say something as regards the casual approach of the courts below in cases like the one at hand. The Indian Penal Code (IPC) was the official Criminal Code in the Republic of India inherited from the British India after independence. The IPC came into force in the sub- continent during the British rule in 1862. The Indian Penal Code (IPC) was the official Criminal Code in the Republic of India inherited from the British India after independence. The IPC came into force in the sub- continent during the British rule in 1862. The IPC remained in force for almost a period of 162 years until it was repealed and replaced by the Bharatiya Nyaya Sanhita (“BNS”) in December 2023 which came into effect on 1st July 2024. It is indeed very sad to note that even after these many years, the courts have not been able to understand the fine distinction between criminal breach of trust and cheating. 42. When dealing with a private complaint, the law enjoins upon the magistrate a duty to meticulously examine the contents of the complaint so as to determine whether the offence of cheating or criminal breach of trust as the case may be is made out from the averments made in the complaint. The magistrate must carefully apply its mind to ascertain whether the allegations, as stated, genuinely constitute these specific offences. In contrast, when a case arises from a FIR, this responsibility is of the police – to thoroughly ascertain whether the allegations levelled by the informant indeed falls under the category of cheating or criminal breach of trust. Unfortunately, it has become a common practice for the police officers to routinely and mechanically proceed to register an FIR for both the offences i.e. criminal breach of trust and cheating on a mere allegation of some dishonesty or fraud, without any proper application of mind. 43. It is high time that the police officers across the country are imparted proper training in law so as to understand the fine distinction between the offence of cheating viz-a-viz criminal breach of trust. Both offences are independent and distinct. The two offences cannot coexist simultaneously in the same set of facts. They are antithetical to each other. The two provisions of the IPC (now BNS, 2023) are not twins that they cannot survive without each other. 44. In view of the aforesaid, the appeal succeeds and is hereby allowed. 45. The impugned order passed by the High Court is set aside so also the order passed by the Additional Chief Judicial Magistrate, Khurja, Bulandshahar taking cognizance upon the complaint. 46. Pending applications, if any, shall stand disposed of. 47. 44. In view of the aforesaid, the appeal succeeds and is hereby allowed. 45. The impugned order passed by the High Court is set aside so also the order passed by the Additional Chief Judicial Magistrate, Khurja, Bulandshahar taking cognizance upon the complaint. 46. Pending applications, if any, shall stand disposed of. 47. We direct the Registry to send one copy each of this judgment to the Principal Secretary, Ministry of Law & Justice, Union of India and also to the Principal Secretary, Home Department, Union of India. 25. In the recent judgment of the Apex Court in the case of Rikhab Birani vs. State of U.P. – 2025 , it was held as under:- “We are constrained to pass this detailed speaking order, as it is noticed that, notwithstanding the law clearly laid down by this Court on the difference between a breach of contract and the criminal offence of cheating, we are continuously flooded with cases where the police register an FIR, conduct investigation and even file chargesheet(s) in undeserving cases. During the last couple of months, a number of judgments/orders have been pronounced by this Court, especially in cases arising from the State of Uttar Pradesh, deprecating the stance of the police as well as the courts in failing to distinguish between a civil wrong in the form of a breach of contract, non-payment of money or disregard to and violation of contractual terms; and a criminal offence under Sections 420 and 406 of the IPC, the ingredients of which are quite different and requires mens rea at the time when the contract is entered into itself to not abide by the terms thereof. In Lalit Chaturvedi and Others v. State of Uttar Pradesh and Another, this Court quoted an earlier decision in Mohammed Ibrahim and Others v. State of Bihar and Another, wherein, referring to Section 420 of the IPC, it was observed that the offence under the said Section requires the following ingredients to be satisfied: “18. Let us now examine whether the ingredients of an offence of cheating are made out. Let us now examine whether the ingredients of an offence of cheating are made out. The essential ingredients of the offence of “cheating” are as follows: (i) deception of a person either by making a false or misleading representation or by dishonest concealment or by any other act or omission; (ii) fraudulent or dishonest inducement of that person to either deliver any property or to consent to the retention thereof by any person or to intentionally induce that person so deceived to do or omit to do anything which he would not do or omit if he were not so deceived; and (iii) such act or omission causing or is likely to cause damage or harm to that person in body, mind, reputation or property.” Reference was also made to the decision in V.Y. Jose and Another v. State of Gujarat and Another and it was observed: “7. Similar elucidation by this Court in “V.Y. Jose v. State of Gujarat”, explicitly states that a contractual dispute or breach of contract per se should not lead to initiation of a criminal proceeding. The ingredient of ‘cheating’, as defined under Section 415 of the IPC, is existence of a fraudulent or dishonest intention of making initial promise or representation thereof, from the very beginning of the formation of contract. Further, in the absence of the averments made in the complaint petition wherefrom the ingredients of the offence can be found out, the High Court should not hesitate to exercise its jurisdiction under Section 482 of the Cr.P.C. Section 482 of the Cr.P.C. saves the inherent power of the High Court, as it serves a salutary purpose viz. a person should not undergo harassment of litigation for a number of years, when no criminal offence is made out. It is one thing to say that a case has beenmade out for trial and criminal proceedings should not be quashed, but another thing to say that a person must undergo a criminal trial despite the fact that no offence has been made out in the complaint. This Court in V.Y. Jose (supra) placed reliance on several earlier decisions in “Hira Lal Hari Lal Bhagwati v. CBI”, “Indian Oil Corporation v. NEPC India Ltd.”, “Vir Prakash Sharma v. Anil Kumar Agarwal” and “All Cargo Movers (I) (P) Ltd. V. Dhanesh Badarmal Jain”. This Court in V.Y. Jose (supra) placed reliance on several earlier decisions in “Hira Lal Hari Lal Bhagwati v. CBI”, “Indian Oil Corporation v. NEPC India Ltd.”, “Vir Prakash Sharma v. Anil Kumar Agarwal” and “All Cargo Movers (I) (P) Ltd. V. Dhanesh Badarmal Jain”. This Court, in Delhi Race Club (1940) Limited and Others v. State of Uttar Pradesh and Another, highlighted the fine distinction between the offences of criminal breach of trust and cheating, observing that the two are antithetical in nature and cannot coexist simultaneously. Police officers and courts must carefully apply their minds to determine whether the allegations genuinely constitute the specific offence alleged. In Kunti and Another v. State of Uttar Pradesh and Another, this Court referred to Sarabjit Kaur v. State of Punjab and Another wherein it was observed that a breach of contract does not give rise to criminal prosecution for cheating unless fraudulent or dishonest intention is shown right at the beginning of the transaction. Merely on the allegation of failure to keep a promise will not be enough to initiate criminal proceedings. Thus, the dishonest intention on the part of the party who is alleged to have committed the offence of cheating should be established at the time of entering into the transaction with the complainant, otherwise the offence of cheating is not established or made out. It is the duty and obligation of the court to exercise a great deal of caution in issuing process, particularly when the matter is essentially of civil nature. The prevalent impression that civil remedies, being time-consuming, do not adequately protect the interests of creditors or lenders should be discouraged and rejected as criminal procedure cannot be used to apply pressure. Failure to do so results in the breakdown of the rule of law and amounts to misuse and abuse of the legal process. In yet another case, again arising from criminal proceedings initiated in the State of Uttar Pradesh, this Court was constrained to note recurring cases being encountered wherein parties repeatedly attempted to invoke the jurisdiction of criminal courts by filing vexatious complaints, camouflaging allegations that are ex facie outrageous or are pure civil claims. These attempts must not be entertained and should be dismissed at the threshold. These attempts must not be entertained and should be dismissed at the threshold. Reference was made to a judgment of this Court in Thermax Limited and Others v. K.M. Johny and Others, which held that courts should be watchful of the difference between civil and criminal wrongs, though there can be situations where the allegation may constitute both civil and criminal wrongs. Further, there has to be a conscious application of G. Sagar Suri and Another v. State of U.P. and Others, (2000) 2 SCC 636 . Vijay Kumar Ghai and Others v. State of West Bengal and Others, mind on these aspects by the Magistrate, as a summoning order has grave consequences of setting criminal proceedings in motion. Though the Magistrate is not required to record detailed reasons, there should be adequate evidence on record to set criminal proceedings into motion. The Magistrate should carefully scrutinize the evidence on record and may even put questions to the complainant/investigating officer etc. to elicit answers to find out the truth about the allegations. The summoning order has to be passed when the complaint or chargesheet discloses an offence and when there is material that supports and constitutes essential ingredients of the offence. The summoning order should not be passed lightly or as a matter of course. Lastly, we would refer to another detailed judgment of this Court in Sharif Ahmed and Another v. State of Uttar Pradesh and Another, which draws out the ingredients required to establish an offence under Sections 406, 415, 420, 503 and 506 of the IPC in the following terms: “36. An offence under Section 406 of the IPC requires entrustment, which carries the implication that a person handing over any property or on whose behalf the property is handed over,continues to be the owner of the said property. Further, the person handing over the property must have confidence in the person taking the property to create a fiduciary relationship between them. A normal transaction of sale or exchange of money/consideration does not amount to entrustment. Clearly, the charge/offence of Section406 IPC is not even remotely made out. 37. The chargesheet states that the offence under Section 420 is not made out. The offence of cheating under Section 415 of the IPC requires dishonest inducement, delivering of a property as a result of the inducement, and damage or harm to the person so induced. Clearly, the charge/offence of Section406 IPC is not even remotely made out. 37. The chargesheet states that the offence under Section 420 is not made out. The offence of cheating under Section 415 of the IPC requires dishonest inducement, delivering of a property as a result of the inducement, and damage or harm to the person so induced. The offence of cheating is established when the dishonest intention exists at the time when the contract or agreement is entered, for the essential ingredient of the offence of cheating consists of fraudulent or dishonest inducement of a person by deceiving him to deliver any property, to do or omit to do anything which he would not do or omit if he had not been deceived. As per the investigating officer, no fraudulent and dishonest inducement is made out or established at the time when the agreement was entered. 38. An offence of criminal intimidation arises when the accused intendeds to cause alarm to the victim, though it does not matter whether the victim is alarmed or not. The intention of the accused to cause alarm must be established by bringing evidence on record. The word ‘intimidate’ means to make timid or fearful, especially : to compel or deter by or as if by threats. The threat communicated or uttered by the person named in the chargesheet as an accused, should be uttered and communicated by the said person to threaten the victim for the purpose of influencing her mind. The word ‘threat’ refers to the intent to inflict punishment, loss or pain on the other. Injury involves doing an illegal act. 39. This Court in Manik Taneja v. State of Karnataka, had referred to Section 506 which prescribes punishment for the offence of ‘criminal intimidation’ as defined in Section 503 of the IPC, to observe that the offence under Section 503 requires that there must be an act of threating another person with causing an injury to his person, reputation or property, or to the person or reputation of any one in whom that person is interested. This threat must be with the intent to cause alarm to the person threatened or to do any act which he is not legally bound to do, or omit to do an act which he is entitled to do. This threat must be with the intent to cause alarm to the person threatened or to do any act which he is not legally bound to do, or omit to do an act which he is entitled to do. Mere expression of any words without any intent to cause alarm would not be sufficient to bring home an offence under Section 506 of the IPC. The material and evidence must be placed on record to show that the threat was made with an intent to cause alarm to the complainant, or to cause them to do, or omit to do an act. Considering the statutory mandate, offence under Section 506 is not shown even if we accept the allegation as correct.” Significantly, this Court in Sharif Ahmed (supra) cautioned courts to check such attempts of making out a criminal case on the basis of vague and ex facie false assertions. Further, Sharif Ahmed (supra) exposits the legal position relating to the ingredients and contents of a chargesheet, drawing upon several earlier judgments of this Court which elucidate the contents of a police report under Section 173(2) of the Cr.P.C. It also clarifies the course of action to be adopted by the Magistrate when the chargesheet is found to be incomplete or vague in content. In this context, reference may be made to Sections 190 and 204 of the Cr.P.C., as well as Sections 211 to 213 and 218 of the Cr.P.C., which collectively govern the framing and contents of a charge. Some of the portions of this judgment are reproduced below: “13. The question of the required details being complete must be understood in a way which gives effect to the true intent of the chargesheet under Section 173(2) of the Code. The requirement of “further evidence” or a “supplementary chargesheet” as referred to under Section 173(8) of the Code, is to make additions to a complete chargesheet, 8 and not to make up or reparate for a chargesheet which does not fulfil requirements of Section 173(2) of the Code. The chargesheet is complete when it refers to material and evidence sufficient to take cognizance and for the trial. The nature and standard of evidence to be elucidated in a chargesheet should prima facie show that an offence is established if the material and evidence is proven. The chargesheet is complete when it refers to material and evidence sufficient to take cognizance and for the trial. The nature and standard of evidence to be elucidated in a chargesheet should prima facie show that an offence is established if the material and evidence is proven. The chargesheet is complete where a case is not exclusively dependent on further evidence. The trial can proceed on the basis of evidence and material placed on record with the chargesheet. This standard is not overly technical or fool- proof, but a pragmatic balance to protect the innocent from harassment due to delay as well as prolonged incarceration, and yet not curtail the right of the prosecution to forward further evidence in support of the charges. XX XX XX 16. This Court in Bhushan Kumar v. State (NCT of Delhi) while referring to Sections 190 and 204 of the Code has observed that the expression “cognisance” in Section 190 merely means “becoming aware of”, and when used with reference to a court or a judge it connotes “to take notice of judicially”. It indicates the juncture at which the court or Magistrate takes judicial notice of the offence with a view to initiate proceedings in respect of such an offence. This is different from initiation of proceedings. Rather, it is a condition precedent to the initiation of proceedings by a Magistrate or judge. At this stage, the Magistrate has to keep in mind the averments in the complaint or the police report, and has to evaluate whether there is sufficient ground for initiation of proceedings. This is not the same as the consideration of sufficient grounds for conviction, as whether evidence is sufficient for supporting the conviction or not, can be determined only at the stage of trial, and not at the stage of cognisance. This aspect is important and will be subsequently referred to when we examine the decision of this Court in K. Veeraswami v. Union of India, and the observations therein which have been referred to on several occasions in other judgments. 17. Section 204 of the Code does not mandate the Magistrate to explicitly state the reasons for issue of summons and this is not a prerequisite for deciding the validity of the summons. 17. Section 204 of the Code does not mandate the Magistrate to explicitly state the reasons for issue of summons and this is not a prerequisite for deciding the validity of the summons. Nevertheless, the requirement of the Code is that the summons is issued when it appears to the Magistrate that there is sufficient ground for proceeding against the accused. Summons is issued to the person against whom the legal proceedings have commenced. Wilful disobedience is liable to be punished under Section 174 of the Penal Code, 1860. As a sequitur, keeping in mind both the language of Section 204 of the Code and the penal consequences, the Magistrate is mandated to form an opinion as to whether there exists sufficient ground for summons to be issued. While deciding whether summons is to be issued to a person, the Magistrate can take into consideration any prima facie improbabilities arising in the case. The parameters on which a summoning order can be interfered with are well settled by the decision of this court in Bhushan Kumar (supra). The Magistrate in terms of Section 204 of the Code is required to exercise his judicial discretion with a degree of caution, even when he is not required to record reasons, on whether there is sufficient ground for proceeding. Proceedings initiated by a criminal court are generally not interfered with by High Courts, unless necessary to secure the ends of justice. XX XX XX 19. Sections 211 to 213 and Section 218 of the Code deal with the contents of the charge. The object and purpose of these provisions is to bring the nature of allegations against the accused to his notice. These allegations have to be proved and established by leading evidence. The accused should not be taken by surprise or be unbeknownst so as to cause prejudice to him. The provisions of the Code also prescribe how to interpret the words used in the charge in terms of Section 214 of the Code, the effect of defects in the charge in terms of Section 215 of the Code, the power of the court to alter the charge and recall of the witnesses when a charge is altered in terms of Sections 216 and 217 of the Code. 20. 20. There is an inherent connect between the chargesheet submitted under Section 173(2) of the Code, cognisance which is taken under Section 190 of the Code, issue of process and summoning of the accused under Section 204 of the Code, and thereupon issue of notice under Section 251 of the Code, or the charge in terms of Chapter XVII of the Code. The details set out in the chargesheet have a substantial impact on the efficacy of procedure at the subsequent stages. The chargesheet is integral to the process of taking cognisance, the issue of notice and framing of charge, being the only investigative document and evidence available to the court till that stage. Substantiated reasons and grounds for an offence being made in the chargesheet are a key resource for a Magistrate to evaluate whether there are sufficient grounds for taking cognisance, initiating proceedings, and then issuing notice, framing charges etc. XX XX XX 26. The object and purpose of the police investigation is manyfold. It includes the need to ensure transparent and free investigation to ascertain the facts, examine whether or not an offence is committed, identify the offender if an offence is committed, and to lay before the court the evidence which has been collected, the truth and correctness of which is thereupon decided by the court. 27. In H.N. Rishbud and Inder Singh v.State of Delhi21, this Court notes that the process of investigation generally consists of : 1) proceeding to the concerned spot, 2) ascertainment of facts and circumstances, 3) discovery and arrest, 4) collection of evidence which includes examination of various persons, search of places and seizure of things, and 5) formation of an opinion on whether an offence is made out, and filing the chargesheet accordingly. The formation of opinion is therefore the culmination of several stages that an investigation goes through. This Court in its decision in Abhinandan Jha v. Dinesh Mishra states that the submission of the chargesheet or the final report is dependent on the nature of opinion formed, which is the final step in the investigation. 28. The final report has to be prepared with these aspects in mind and should show with sufficient particularity and clarity, the contravention of the law which is alleged. 28. The final report has to be prepared with these aspects in mind and should show with sufficient particularity and clarity, the contravention of the law which is alleged. When the report complies with the said requirements, the court concerned should apply its mind whether or not to take cognisance and also proceed by issuing summons to the accused. While doing so, the court will take into account the statement of witnesses recorded under Section 161 of the Code and the documents placed on record by the investigating officer. 29. In case of any doubts or ambiguity arising in ascertaining the facts and evidence, the Magistrate can, before taking cognisance, call upon the investigating officer to clarify and give better particulars, order further investigation, or even record statements in terms of Section 202 of the Code. XX XX XX” The chargesheet in the present case is bereft of particulars and details required and mandated in terms of Section 173(2) of the Cr.P.C. It merely reproduces the contents of the FIR which makes reference to the payments made as well as the allegation that in the revenue records, the godown in question was recorded in the name of Rakesh Birani, the son of the appellant, Rikhab Birani. It is noted that the appellant, Rikhab Birani, informed the complainant that Rakesh Birani had expired. The complainant had then requested refund of money, etc. However, the FIR does not state the material and evidence available and collected during the course of the investigation to establish the offences under Sections 420, 406, 354, 504 and 506 of the IPC. Clearly, the ingredients of the aforesaid are not established and made out. In view of the aforesaid discussion, we set aside the impugned judgment/order and allow the present appeal quashing the FIR and the resultant proceedings, including the chargesheet. We clarify that the present appeal only deals with the question of criminal offence. We have not commented or made any observations on the civil rights of complainant-respondent No.2. We are also constrained to impose costs of Rs.50,000/-(Rupees fifty thousand only) on the State of Uttar Pradesh as, in spite of repeated judgments/orders of this Court, we are being flooded with cases of civil wrongs being made the subject matter of criminal proceedings by filing chargesheets, etc.” 25. We are also constrained to impose costs of Rs.50,000/-(Rupees fifty thousand only) on the State of Uttar Pradesh as, in spite of repeated judgments/orders of this Court, we are being flooded with cases of civil wrongs being made the subject matter of criminal proceedings by filing chargesheets, etc.” 25. In view of the aforesaid facts and circumstances and the principles laid down by the Apex Court supra, I am of the view that continuation of the impugned proceedings qua the petitioners in both the petitions would amount to an abuse of process of law and the same deserve to be quashed. 26. In the result, I pass the following:- ORDER (i) Petitions are hereby allowed. (ii) The impugned proceedings arising out of FIR in Crime No.97/2024 registered by the 1 st respondent – Police for offences punishable under Sections 406, 420, 504, 506, 120-B r/w Section 34 IPC qua the petitioners are hereby quashed.