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Punjab-Haryana High Court
Major Sanjeev Bhatia vs Union Territory Of Chandigarh on 1 March, 2021CRM-M-42067-2020 1


CRM-M No.42067 of 2020
Date of Decision: 01.03.2021



Present:Mr. R.S. Rai, Sr. Advocate with
Mr. Anurag Arora, Advocate
for the petitioner.

Mr. Ashu Mohan Punchhi, PP UT, Chandigarh with
Mr. Anupam Bansal, Advocate
for the respondent/UT Chandigarh.

Mr. Raghav Gulati, Advocate
for the complainant.


[1]. Petitioner seeks grant of regular bail under Section 439

Cr.P.C in case bearing FIR No.99 dated 27.10.2020, registered

under Sections 420/468/471/120-B IPC at Police Station North,


[2]. The FIR was registered at the instance of complainant-

Mrs. Adarsh Manocha w/o Sh. Jasbir S. Manocha with the

allegations that the petitioner and Anup Nargas approached her

and her husband. They asked them to invest in the Company


which is a logistic company dealing with the storage of frozen

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meat for the supply to Army Command Stations. The accused

also told the complainant that other firm namely MEDIAIDS

provides for cold rooms to YEPL. The accused allured the

complainant and her husband by projecting that they would

receive 12% return on the investment on monthly basis. The

complainant was also given promise that she would be made

one of the Directors in the said Company. The accused also

increased the rate of shares of YEPL from Rs.10 per share to

Rs.55 per share as per projection report i.e. Valuation certificate

dated 21.02.2017 allegedly issued by Kamini Sehgal, CA. On

the basis of aforesaid assurance, a written Memorandum of

Understanding (MOU) was executed on 21.05.2017 between

the accused, complainant and other investors. The complainant

invested a sum of Rs.50 lakhs in YEPL.

[3]. Precise allegations against the accused are that they

have embezzled an amount of Rs.344.57 lakhs and on the basis

of forged valuation certificate allegedly issued by Kamini Sehgal,

CA on 21.02.2017, the accused increased the price of share of

the Company from Rs.10 to Rs.55 thereby alluring all the new

investors to invest their money on the assurance that they would

get more benefits. The MOU was executed on the basis of such

assurance that the complainant was to be given a post as per

clause 9 of the said MOU, but she was not given the said

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position, neither she was made Director in the Company, nor

was paid money as per promise. The investors have not been

paid anything till date and the accused persons have cheated

the complainant and the investors in a huge sum f Rs.344.57

lakhs. The money has been transferred from the accounts of the


[4]. Learned Senior counsel for the petitioner vehemently

submitted that it is a case of civil profile and the FIR has been

registered just as a recovery proceedings. Learned Senior

counsel further submitted that the petitioner is in custody since

21.10.2020. Challan has been presented on 26.12.2020. No

recovery is to be effected from the petitioner. Petitioner being

aggrieved against mismanagement in the Company filed C.A.

Nos.188/2020 and 189/2020 & 263/2020 and C.P.

No.60/Chd/CHD/2020 in the National Company Law Tribunal,

Chandigarh Bench, Chandigarh after resigning from the

Company on 30.12.2019. Petitioner is no longer a shoreholder.

No written statement has been filed by the

respondent/complainant in that petition. The National Company

Law Tribunal passed an order dated 22.09.2020 that there shall

not be any change in the shareholding pattern of the company

and no assets of the company shall be sold or otherwise utilized

other than in the normal course of business when both the

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counsel submitted that they will try to reach out an amicable

settlement between the parties.

[5]. Learned Senior counsel for the petitioner further

submitted that even after making the said statement before the

National Company Law Tribunal, the FIR was got registered on

27.10.2020. Petitioner is only an Ex. Director. As per minutes of

meeting held on 06.08.2020, point regarding dispute of dues of

Mediaids, a proprietorship Firm of the petitioner was discussed

and after due deliberations, it was observed in clause (a) as


“(a) Bharat Rajeev & Associates has shared its audit report
to the EOW without tabling to the board of directors. A resolution
in this regard may be passed and a letter to go from Yar Gun
Enterprises Pvt. Ltd., to EOW that the audit report does not have
the concurrence of Board of Directors as yet the company has
ordered an internal audit. Once the internal audit is over, action
as deemed appropriate will be taken. The report has now been

[6]. Learned Senior counsel for the petitioner submitted that

despite the aforesaid observation, challan was presented.

Petitioner was not paid anything and, therefore, petitioner

himself alleged mismanagement in the Company before the

National Company Law Tribunal. Petitioner has already

disassociated himself from the directorship w.e.f. 30.12.2019.

Husband of the complainant was inducted as Director in the

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Company vide resolution of the Company dated 17.10.2019. As

per resolution dated 22.10.2019, financial powers stood vested

with the Directors including the husband of the complainant,

who was signatory in the Bank accounts. The valuation report

was obtained through the services of Company Secretary and

his professional fee was also paid. Litigation is pending before

the National Company Law Tribunal.

[7]. Learned Senior counsel for petitioner further submitted

that registration of FIR is abuse of process of law as the same

cannot be resorted to in order to effect recovery of dues, if any.

Learned Senior counsel further submitted that signature of

Kamini Sehgal, CA if compared from documents viz. her

statement dated 28.09.2020 made before the Inquiry Officer

(EOW), Sector 17, Chandigarh, Independent Auditors’ Report

dated 10.09.2016 and Valuation Certificate, then these

documents would provide the same pattern of signatures. The

MOU is based on certain documents. The valuation of the

Company share was assessed by the Chartered Accountant and

the same was accepted after due discussion at Rs.55 per share

i.e. Rs.10 per share having a premium of Rs.45 per share. The

statement of Kamini Sehgal, CA was recorded only on

28.09.2020 whereas MOU had already been executed on

21.05.2017. The Chartered Accountant was duly paid by the

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Company for the valuation done. Professional fee for valuation

report was duly paid by the Company itself through Company

Secretary Virender Sharma. The valuation certificate was also

published on the website of Ministry of Corporate Affairs on

07.07.2017 by the said Company Secretary Virender Sharma.

No complaint was made by the author of share valuation

certificate i.e. Kamini Sehgal, CA before any authority in respect

of misuse of her stamp or seal or any forgery committed on the

document in question. The valuation certificate is also proved

from other documents such as auditors’ report which was signed

by Kamini Sehgal, CA and was also issued in her name for other

Companies unrelated to the accused party. Those documents

are available on the portal of Ministry of Corporate Affairs.

[8]. Learned Senior counsel for the petitioner further

submitted that the valuation report itself is based on many

documents and is a culmination of analysis of all other financial

documents such as Balance Sheets, Assets and Liabilities,

Profit and Sales Account, Sales projection etc. which ultimately

resulted in share price valuation. In the absence of any

suspicion with regard to other financial documents, no such

allegation of forgery in respect of valuation certificate can be

presumed. Husband of the complainant was added a new

Director in the Board of Company at the instance of the

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complainant herself. Some other complaints have also been

filed against the accused by other shareholders namely Ms.

Navnika Puri w/o Brigadier Gian Puri and Mrs. Supreeti Binda

w/o Colonel P.S. Bindra after registration of present FIR. Those

complainants are also respondents in the petition before

National Company Law Tribunbal. Husband of Ms. Navnkia Puri

and Mrs. Supreeti Bindra are the Directors in the Company

against whom NCLT petition has been filed. Ms. Navnika Puri

was also re-appointed as Director on the Board of the Company

after her initial resignation on 13.12.2017. Husband of the

complainant unilaterally conducted an audit of the accounts of

the Company, contrary to the provisions of the Companies Act.

For that the husband of the complainant engaged the services

of M/s Bharat Rajeev & Associates for conducting this audit

despite there being another internal auditor of the Company.

That is why, it was resolved and recorded in the minutes of

meeting dated 06.08.2020 that the auditor report shared with

the EOW does not have the concurrence of the Board of

Directors and the Company has ordered an internal audit.

[9]. Learned Senior counsel for the petitioner with reference

to the order dated 27.10.2020 passed by the National Company

Law Tribunal, Chandigarh Bench, Chandigarh submitted that

when the matter was taken up before the Company Law

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Tribunal, learned counsel appearing for both the parties jointly

submitted that there is some progress in the conciliation

proceedings between the parties and they sought more time for

settlement. Despite the aforesaid order dated 27.10.2020, the

FIR was registered on 27.10.2020 itself which is colourable

exercise of power.

[10]. Per contra, learned Public Prosecutor for UT,

Chandigarh duly assisted by learned counsel for the

complainant submitted that magnitude of the embezzlement is

to the tune of Rs.344.57 lakhs. Offence under Sections 467 and

201 IPC have been added as the Company Secretary has

destroyed the record. He further submitted that petition bearing

CRM-M No.39464 of 2020 for anticipatory bail filed by the co-

accused Anup Nargas was dismissed by this Court on

22.12.2020 and he remained unsuccessful in SLP (Crl.)

No.6829/2020, which was dismissed by the Hon’ble Apex Court

on 30.12.2020. He was given two weeks’ time to surrender and

apply for regular bail.

[11]. Learned Public Prosecutor on behalf of the

respondent/UT, Chandigarh further submitted that it is yet to be

ascertained as to how the money was transferred from the

accounts of the company in other accounts. In the MOU, 13

persons have shown to have participated whereas the persons

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appearing at Sr. Nos.3, 4 and 8 i.e. Smt. Bharti Chaturvedi, Smt.

Supreeti Binda and Shri Geet Bindra respectively have not

signed the aforesaid MOU in any capacity. The aforesaid

persons are also shown to be promoters of the Company. The

parties at Sr. Nos.4 to 13 are shown to have agreed to bring

fresh investors and these parties shall be allocated shares in the

manner as depicted in para no.3 of the MOU. New investors had

invested Rs.39,314,000.00. However, no investor has received

any amount so far. Despite para No.12 of the MOU, the accused

were involved in acting illegally.

[12]. Learned Public Prosecutor on behalf of the

respondent/UT, Chandigarh further referred to the decision to

induct Adarsh Manocha to be Head, HR & IT and the

remuneration for active participation in the operation of business

is Rs.50,000/-. The amount invested is shown to be Rs.50 lakhs

and return at the rate of 1% of the invested amount is

Rs.50,000/- per month. The return @ 12% on total investment

from the date of investment was decided to be paid on monthly

basis. It was decided to be paid from July 2017 onwards subject

to availability of funds and payments of arrears from the date of

investment till June 2017 were to be paid after October 2017 on

monthly basis. The mode of payment of such return was to be

decided mutually by the shareholders. This was not permitted in

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the eyes of law and should not have been put on record. It was

so observed in para No.12 of the MOU. There was no resolution

of the Company for Chartered Accountant for the investment


[13]. Learned Public Prosecutor on behalf of the

respondent/UT Chandigarh further submitted that Kamini Sehgal

has denied her signature on valuation certificate by way of

making her statement before the Inquiry Officer, EOW, Sector

17, Chandigarh on 28.09.2020. She further stated that the

Company namely Yar Gun Enterprises Pvt. Ltd. is not known to

her and she has never worked for this Company. The letter head

(on the basis of which valuation certificate has been issued)

does not belong to her. Even the format used in the certificate

has not been used by her at any point of time for issuing

certificates to her clients. She has pleaded the said certificate to

be forged. FRN Number mentioned in the certificate is also

wrong as her FRN Number is 024169N and not 022860N. She

has also denied her signature on the valuation certificate. She

further stated that as per Rule 13, Explanation of Companies

Act, 2013, the certificates are to be issued by an independent

merchant Banker, who is registered with the Securities and

Exchange Board of India or an independent Chartered

Accountant in practice having minimum experience of 10 years.

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With reference to the aforesaid, Kamini Sehgal, CA stated that

she was not competent to issue such valuation certificate.

[14]. Learned Public Prosecutor on behalf of the

respondent/UT Chandigarh further submitted that the financial

health of the Company was not such for which projection in

question was made i.e. from Rs.10 per share to Rs.55 per

share. He referred to the document of Ministry of Corporate

Affairs Receipt G.A.R. 7 to show that the financial health of the

Company for the period in question in the context of profit

before tax and profit after tax. The Company Secretary is also

accused in respect of destruction of documents for which

offences under Sections 467 and 201 IPC have been added.

Uploaded/scanned documents of original is available to show

the forgery in question.

[15]. Both the parties have tried to address arguments with

reference to the documents in question, but at this stage any

consideration of documents on merits, may prejudice the case

of the parties during trial. Petitioner is in custody since

28.10.2020. Challan has been presented. Petition before the

National Company Law Tribunal, Chandigarh Bench,

Chandigarh is pending. Vide orders dated 22.09.2020 and

27.10.2020 passed by the Company Law Tribunal the

observation was made that the parties to the litigation would try

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to strike out some amicable resolution of the dispute. Evidently,

the allegations are based on documentary evidence. The Police

after investigation has already filed the challan. The admissibility

of documents and veracity of allegations would be decided by

the trial Court during trial. Offences are triable by the Magistrate.

In view of ratio of Sanjay Chandra and Vinod Goenka vs Central

Bureau of Investigation, 2011(4) RCR (Criminal) 898; Babba vs

State of Maharashtra, (2005) 11 SCC 569 and Siddharam

Satlingappa Mhetre vs State of Maharashtra, 2011(1) RCR

(Criminal) 126, even in case of economic offences of high

magnitude, regular bail can be granted after filing of challan.

[16]. Keeping in view of the aforesaid stage of the case and

without adverting to the merits of the case, I deem it appropriate

to enlarge the petitioner on regular bail.

[17]. In view of above, petition is allowed. Petitioner is

ordered to be released on bail, subject to his furnishing

adequate bail bonds/surety bonds to the satisfaction of the trial

Court/concerned Duty Magistrate.

[18]. Nothing expressed hereinabove would be construed to

be an expression of any opinion on merits of the case.
March 01, 2021 JUDGE
Whether speaking/reasoned Yes/No
Whether reportable Yes/No

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