Pranav Sarthi, Ms. Apoorva Singh, Mr. Ayush Raj, Ms. Prachi Dhingra, Advocates v. SERIOUS FRAUD INVESTIGATION OFFICE

Judgment

1. The present petition under Section 482 of the Code of Criminal Procedure, 19731, seeks the following prayers: “Considering the afore-mentioned facts and circumstances, this Hon’ble Court may be pleased to exercise its jurisdiction under Section 482 of the Code of Criminal Procedure and pass following orders: 1 For short, ‘CrPC’ CRL.M.C. 1510/2023 Allowing the present petition seeking and pass order(s) thereby a. quashing/setting aside the Impugned Order dated 22.09.2022 passed by the Learned. Addl. Sessions Judge – 03/Special Judge (Companies Act), Dwarka Court, New Delhi in CC No. 300/2019 ("Complaint") for the offence’s punishable u/s Sections 68, 221 r/w 209, 628, 542 of the Companies Act, 1956 and under Section 449 of the Companies Act, 2013 and Summons dated 13.10.2022 received on 12.12.2022 and 11.12.2022 respectively qua the Petitioners. Grant such other or further relief(s) as this Hon’ble Court may deem b. fit and proper in the facts of the case.”

2. The present petition is preferred by Mr. Namit Arora, i.e., petitioner no. 1 and Mr. Rahul Raisurana, i.e., petitioner no. 2, and they are hereinafter referred to as the “petitioners”.

3. The case of the prosecution as per the complaint filed by the respondent/SFIO is as under: - (i) Genesis of the complaint lies in the order dated 10.02.2016, passed by this Hon’ble Court in Co. Pet. No. 267/2014, titled as “Bharat Bhushan Bansal v. Bush Foods Overseas Pvt. Ltd.”, whereby Serious Fraud Investigation Office/Respondent (hereinafter referred to as “SFIO”) was directed to investigate into the affairs of Bush Foods Overseas Private Limited (hereinafter referred to as “BFOPL”); (ii) Upon completion of the investigation, SFIO submitted its investigation report dated 19.07.2018, under Section 210(3) read CRL.M.C. 1510/2023 with 233(1) of the Companies Act, 2013 to the Central Government; (iii) Pursuant thereto, the Central Government, vide its letters F. No. 5/1/2018/SFIO/CL-II

05.09.2018 F. No. 5/1/2018/SFIO/CL-II

03.10.2018 issued necessary instructions and sanctions to SFIO for the purposes of initiating prosecution against the accused named in the said investigation report. On basis thereof, a complaint was filed before the learned Special Judge (Companies Act), Dwarka Courts, New Delhi, giving rise to Complaint Case No. 300/2019; (iv) During the course of investigation, it was found that BFOPL was originally constituted as a partnership firm in the year 1992. Subsequently, BFOPL was incorporated as a private limited company on 29.07.2005. BFOPL was primarily engaged in the business of manufacturing, processing and exporting basmati rice, ready-to-eat meals, spices etc.; (v) One Mr. Virkaran Awasty was the founder/original promoter and the Managing Director-cum-Chairman of BFOPL, while one Ms. Ritika Awasty functioned as Joint Managing Director. One Mr. Vinod Sirohi served as the Director and Chief Financial Officer and one Mr. B.D. Kayshap acted as Deputy CFO. The CRL.M.C. 1510/2023 management and day-to-day affairs of BFOPL were found to be under their control; (vi) During the financial year 2011-12, Standard Chartered Private Equity (Mauritius) II Ltd. and Standard Chartered Private Equity (Mauritius) III Ltd. (hereinafter collectively referred to as “SCPE II & III”) invested approximately INR 110 Crores in BFOPL, through a mix of equity capital and compulsory convertible debentures (CCDs). The said investment was formalised vide a Share Purchase and Shareholders Agreement (SPSSA) which was executed on 31.03.2011; (vii) On the same day, i.e., 31.03.2011, the Board of Directors of BFOPL appointed the petitioners as nominee non-executive directors, representing SCPE II & III. The petitioners were employees of Standard Chartered Bank. It was found that both were seconded to Standard Chartered Private Equity Advisory (India) Pvt. Ltd. and functioned in a fiduciary capacity on behalf of the institutional investors; (viii) As nominee non-executive directors, the petitioners attended several board meetings between 31.05.2011 and 24.09.2012, during which various financial and operational matters were deliberated. The petitioners were also involved in preparation of BFOPL’s financial statements and in discussions on CRL.M.C. 1510/2023 Information Memorandum, due diligence reports, and related documentation prepared for potential investors; (ix) Subsequently, BFOPL entered into an agreement dated 06.08.2012 with KPMG Advisory Services Pvt. Ltd. (hereinafter referred to as “KPMG”) for preparation of an “Information Memorandum and Databook” for prospective investors. The said documents were to form the basis for valuation and presentation of BFOPL’s financial position before prospective acquirers; (x) Basis the aforesaid, Hassad Netherlands B.V. (hereinafter referred to as “Hassad”), a subsidiary of Hassad Food Company Q.S.C., Qatar, expressed its interest in acquiring majority stake in BFOPL. Before the acquisition, ‘Hassad’ conducted an extensive financial,

legal and commercial due diligence through professional firms; (xi) An Offer Letter was addressed to BFOPL by ‘Hassad’, expressing its intent to acquire a majority stake in BFOPL. The offer envisaged acquisition of equity shares from the promoters and SCPE II & III, as well as subscription of new shares by ‘Hassad’; (xii) Under the said Offer Letter, a detailed framework was laid down by ‘Hassad’ for proposed investment, including its right to conduct comprehensive due diligence. The said Offer Letter was CRL.M.C. 1510/2023 accompanied by a Term Sheet dated 23.12.2012, which provided the financial structure of the proposed transaction; (xiii) On 02.01.2013, a Mumbai based Chartered Accountant firm, i.e., M/s G.M. Kapadia & Co., was appointed by ‘Hassad’, to conduct an independent physical verification of the inventory and stock position of BFOPL and to reconcile the figures shown in the financial statements by BFOPL, as on 30.09.2012. These verifications were to serve as a condition precedent for finalising the transaction; (xiv) On 09.03.2013, a Share Purchase Agreement (SPA) was executed between ‘Hassad’, the promoters of BFOPL, and SCPE II & III. Pursuant to the SPA, ‘Hassad’ purchased 40.5% shareholding from Mr. Virkaran Awasty and Ms. Ritika Awasty, and 29% shareholding from SCPE II & III, totalling to 69.5% shareholding in BFOPL. On 26.03.2013, ‘Hassad’ paid a total consideration of USD 97,224,582/- (INR 530 Crores approx.), out of which USD 47,737,768/- (INR 258 Crores approx.) was paid to Mr. Virkaran Awasty and Ms. Ritika Awasty, and USD 50,486,815/- (INR 272 Crores approx.) was paid to SCPE II & III. ‘Hassad’ also infused an additional USD 22,130,200/- (INR 120 Crores approx.) into BFOPL by way of fresh equity subscription, thereby acquiring an aggregate 69.5% stake in BFOPL; CRL.M.C. 1510/2023 (xv) Upon completion of the acquisition process, on 28.03.2013, an Employment Agreement was executed between BFOPL and Mr. Virkaran Awasty, whereby Mr. Virkaran Awasty was appointed as the Managing Director and Chief Executive Officer of BFOPL. On the same day, the petitioners tendered their resignations from the Board of Directors, with immediate effect. Thereafter, ‘Hassad’s representatives, namely Mr. Nasser Mohammad Al- Hajri, Mr. Khaled Abdulrahman, Mr. Fadi El-Jaouni, and Mr. Sai Chandrasekhar, were inducted on the Board of Directors of BFOPL; (xvi) On 16.02.2013, M/s Deloitte Haskins & Sells LLP (hereinafter referred to as “Deloitte”), the statutory auditors of BFOPL, issued an “Agreed Upon Procedures Report”, certifying that during the period of October 2012 to December 2012, BFOPL had affected sales amounting to INR 291.89 Crores. Basis the said report, ‘Hassad’ agreed the held-back portion of the sale consideration would be released only after it was confirmed that the sale proceeds had been received in BFOPL’s bank accounts. Subsequently, Deloitte issued a certificate dated 11.03.2013, stating that the full amount of INR 291.89 Crores had been duly received in BFOPL’s bank accounts; (xvii) After completion of the acquisition, ‘Hassad’ became the majority shareholder of BFOPL. Mr. Virkaran Awasty continued as the CRL.M.C. 1510/2023 Managing Director and Chief Executive Officer, while new directors representing ‘Hassad’, were appointed to the Board alongside, Mr. Vinod Sirohi and Mr. Sai Chandrasekhar; (xviii) After completion of the acquisition process, Mr. Virkaran Awasty transferred USD 1,000,000/- on 10.04.2013 and USD 1,500,000/- on 12.04.2013 to M/s Harin Ventures Limited, a company incorporated in Dubai, which was found to be under the control of Mr. Sai Chandrasekhar. Further, Mr. Virkaran Awasty, through his proprietary concern V & R Overseas, transferred INR 5 Crores on 02.04.2013 to one Mr. R.V. Gowda for the purchase of property on behalf of Mr. Sai Chandrasekhar. Additionally, amount of INR 1 crore each, was transferred in the names of Ms. Harti Nakshi Janadaran and Mr. C. Janadaran, the parents of Mr. Sai Chandrasekhar; (xix) In the meeting of Board of Directors of BFOPL, dated 04.04.2013, it was informed by Mr. Vinod Sirohi that the audit for the financial year 2012-2013 had commenced, and the scope of audit had been extended to 100% physical verification of the inventory. During that point of time, BFOPL had loans of about INR 650 Crores from a consortium of banks, led by the Bank of India. ‘Hassad’ had furnished a corporate guarantee of 70%, and the remaining 30% was provided by Mr. Virkaran Awasty in his personal capacity; CRL.M.C. 1510/2023 (xx) During the course of audit, the statutory auditor, i.e., Deloitte, met with the representative of ‘Hassad’ on 23.09.2013 and 25.09.2013, and shared a draft audit report for financial year 2012-2013. The said audit report pointed out several lapses, such as lack of proper stock verification, inadequate insurance of inventory, weak purchase controls, etc. After taking note of these issues, ‘Hassad’ wrote a letter dated 10.10.2013, to Mr. Virkaran Awasty and Mr. Vinod Sirohi, asking them to submit a compliance report with respect to Clause 4.5.1 and Clause 9.1.1 of the SPA, which required timely completion of audits and submission of consolidated accounts; (xxi) On account of no satisfactory response from Mr. Virkaran Awasty, ‘Hassad’ suspended Mr. Virkaran Awasty from the post of Managing Director and Chief Executive Officer on 27.11.2013. Further, ‘Hassad’ sought explanation from him regarding various issues, including obtaining loan for BFOPL and providing loan to BFOPL without approval of the Board of Directors, etc.; (xxii) Subsequent thereto, ‘Hassad’ appointed Dr. Amin Controllers Pvt. Ltd. (hereinafter referred to as “Dr. Amin”) to independently verify the stock position of BFOPL. After the physical verification by Dr. Amin, a report dated 07.01.2014 was submitted, wherein it was found that the actual stock of paddy and rice was valued at CRL.M.C. 1510/2023 only USD 2 to 3.5 Million (INR 18-20 Crores approx.), which was considerably less than what was recorded in BFOPL’s books; (xxiii) In view thereof, ‘Hassad’ filed a complaint dated 06.01.2014 before the Economic Offenses Wing (EOW), Delhi, alleging cheating, criminal breach of trust, and falsification of accounts by the promoters and key managerial personnel of BFOPL. The complaint was duly registered and subsequently an FIR was lodged, bearing No. 136/2014, PS: EOW, under Section(s) 409, 420 and 120-B of the Indian Penal Code, 1860; (xxiv) Around the same time, several banks issued demand notices under Section 13(2) of the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002, (hereinafter referred to as “SARFAESI Act”) for recovery of their dues. On behalf of BFOPL, ‘Hassad’ repaid dues amounting to INR 442.68 Crores to nine Indian banks and USD 8.14 Million to three foreign banks; (xxv) In an effort to revive its operations, the Board of Directors of BFOPL, in its meeting dated 09.09.2014, appointed Alvarez & Marshal India Pvt. Ltd. as restructuring consultants, and new directors were appointed in BFOPL; CRL.M.C. 1510/2023 (xxvi) It was revealed during investigation that Mr. Sai Chandrasekhar, who was earlier employed as Staple Food Manager with Hassad Food Company Q.S.C., colluded and conspired with Mr. Virkaran Awasty and the petitioners, by providing vital insider information to Mr. Virkaran Awasty, including how to address the representations and warranties mace in the transaction documents, and the names of entities to be shown for the purposes of physical verification of stock, thereby facilitating the sale of the majority stake in BFOPL to ‘Hassad’; (xxvii) During the course of investigation, it was revealed that the purported sales were fictitious and non-existent. The proprietors of two major purchasers, i.e., M.H. Foods and Jai Hind Traders, deposed that they had merely issued bogus bills on commission basis, without undertaking any actual transactions. It was further revealed that BFOPL had been showing fake sales and purchases, in order inflate turnover and stock levels. These manipulations were mainly carried out by Mr. Virkaran Awasty, Mr. Vinod Sirohi, Mr. B.D. Kayshap, in connivance with Delhi based brokers, namely Mr. Yogender Kumar and Mr. Raj Sareen. ROLE OF THE PETITIONERS (xxviii) During the course of investigation, it was found that the petitioners were deeply involved in preparation and finalisation of the Information Memorandum Databook and Due Diligence CRL.M.C. 1510/2023 Reports, prepared by KPMG and other professional advisors, that were presented to ‘Hassad’, prior to its investment in BFOPL; (xxix) The petitioners held numerous meetings with KPMG, auditors and other agencies, and provided detailed comments on draft financial presentations. Final documents and reports were finalised only after approval of Mr. Rahul Raisurana/petitioner No. 2. The petitioners had also influenced the due diligence process by closely monitoring and intervening with various agencies during meetings with ‘Hassad’; (xxx) It was further revealed that the petitioners, though describing themselves as non-executive directors, were present in key Board deliberations, including those relating to the appointment of auditors, enhancement of credit facilities, and adoption of accounts. The petitioners were also recipients of internal communications exchanged between Mr. Virkaran Awasty and Mr. Sai Chandrasekhar of ‘Hassad’, who allegedly disclosed confidential information of ‘Hassad’ to BFOPL; (xxxi) It was further alleged that SCPE II & III, through their nominee non-executive directors, i.e., the petitioners, made wrongful gains of about INR 170 crores form the sale of their shareholding to ‘Hassad’, despite their knowledge of BFOPL’s precarious financial condition and non-existent inventory. The petitioners are CRL.M.C. 1510/2023 alleged to have colluded in continuation and concealment of fraudulent practices, misrepresented the financial position of BFOPL and made statements under oath during investigation. SUBSEQUENT INVESTIGATION AND PROSECUTION (xxxii) On the basis of complaint lodged by ‘Hassad’ with EOW, an FIR bearing No. 136/2014 was registered at PS: Mandir Marg, EOW, under Section(s) 409, 420, and 120-B IPC (hereinafter referred to as “EOW FIR”) against BFOPL, its directors, including the petitioners; (xxxiii) A Company Petition, bearing No. 267/2014, was preferred by Mr. Bharat Bhushan Bansal, a creditor of BFOPL, on account of failure of BFOPL to pay a sum of INR 6,94,61,376/-. It was alleged that cheques amounting to INR 6,94,00,000/- issued by BFOPL towards discharge of its liability were dishonoured upon presentation. The said petition was admitted by this Court and vide order dated 10.02.2016, in the said petition, this Court directed SFIO to investigate into the affairs of BFOPL; (xxxiv) Pursuant to lodging of the EOW FIR, the petitioners preferred a Crl. M.C. No. 1768/2015 before this Court, seeking quashing of the EOW FIR. Vide order dated 06.08.2018, the said petition was CRL.M.C. 1510/2023 withdrawn, as no charge sheet qua the petitioners was submitted by EOW; (xxxv) First charge sheet dated 08.08.2016, was filed in the case bearing Case No. 2038277/2017, titled as “State v. Sai Chandra Shekhar”, before the learned ACMM, Saket Courts, New Delhi, qua the promoters and key managerial persons, namely Mr. Sai Chandrashekhar, Mr. Vinod Sirohi, Mr. Virkaran Awasty, Ms. Ritika Awasty and BFOPL. The petitioners were not charged with any offence, and the investigation qua the petitioners was kept open; (xxxvi) Subsequently, a supplementary charge sheet dated 29.06.2017 was submitted before the learned Trial Court, which reiterated that investigation qua the petitioner was on-going and if any incriminating material is found, the same would be brought through additional supplementary charge sheet; (xxxvii) After due investigation, the EOW filed the second supplementary charge sheet dated 17.07.2018, in which the petitioners were placed under Column 12, which read as “Particulars of persons not charge sheeted (suspect (Separate sheet for each suspect)”; (xxxviii) Basis the EOW FIR, the Enforcement Directorate (hereinafter referred to as “ED”) registered an ECIR bearing No. CRL.M.C. 1510/2023 02/DZCR/2019, dated 26.02.2019, under Section 3 and 4 of the Prevention of Money Laundering Act, 2002, wherein a detailed complaint was filed before the learned Special Judge, PMLA, on

12.11.2020 against Mr. Sai Chandrasekhar, Mr. Virkaran Awasty, Ms. Ritika Awasty and BFOPL. The petitioners were not arrayed as accused in the said complaint. The case before the learned Special Judge, PMLA, is numbered as 534/2020. Pursuant to an application preferred by the ED, under Section 44(1)(a) & (c) of the PMLA Act, the case was transferred to the Court of learned ASJ, Special Judge, NDPS/ASJ South District, Saket Court, New Delhi on 09.03.2021; (xxxix) Subsequently, on a complaint dated 07.10.2022, made by Mr. Alok Shankar, Assistant General Manager, Bank of India, New Delhi, before the Central Bureau of Investigation (hereinafter referred to as “CBI”), alleging commission of fraud by BFOPL its officials, CBI lodged an FIR bearing No. RC2202023E0011, dated 18.04.2023, PS: EO-II, Delhi, under Section(s) 420/ 468/ 471/ 120-B of the IPC and 13(2) read with 13(1)(d) of the Prevention of Corruption Act, 1988. The said complaint alleged that BFOPL and its directors had induced the consortium of banks, led by Bank of India, to sanction and disburse various credit facilities, and thereafter diverted the loan proceeds and falsified their financial statements, thereby causing the consortium members a loss of INR 163.64 Crores; CRL.M.C. 1510/2023 (xl) The petitioners were exonerated by the CBI vide final closure report dated 28.11.2024, wherein the petitioners were not charge sheeted and instead were placed under column 12, which read as “Accused person not chargesheeted”; SUBMISSIONS ON BEHALF OF THE PETITONERS

4. Learned Senior Counsel appearing on behalf of the petitioners submits that the latter were merely Non-Executive Directors nominated on the Board of BOFL from March 31, 2011 to March 28, 2013 by Standard Chartered Private Equity entities, i.e., SCPE II & III, who were minority financial investors of BFOPL, that held 29% stake in the company. It is submitted that the petitioners were employees of Standard Chartered Bank, India, i.e., SCB and both, SCB and SCPE II & III, are ultimately owned by Standard Chartered Bank, United Kingdom. It is further submitted that the petitioners resigned from the Board on 28.03.2013, when SCPE II & III sold its stake in BFOPL to ‘Hassad’.

5. It has been contended by the learned Senior Counsel that the role of the petitioners, while they were the nominee Non-Executive Directors at the relevant period of time, was examined by 3 agencies in the following manner: “Economic Offences Wing Petitioners have previously been exonerated by EOW, New Delhi in an FIR (136 of2014 or "EOW FIR") filed by Hassad. The EOW (under an investigation monitored by this Hon'ble High Court for cheating of Hassad), while charge sheeting BFOPL Promoters, exonerated the Petitioners by placing them in Column 12) vide its CRL.M.C. 1510/2023 Second Supplementary Charge Sheet dated 17.7.2018 (“Closure Report") filed before the relevant EOW Court (Closure Report placing the Petitioners under Column 12 is enclosed as Pg 197-214 of the petition). The EOW exoneration of the Petitioners vide its Closure Report also received judicial acceptance vide relevant Court Order dated 10.11.2022 - Pg 226-227 Annexure P10 of the petition. Enforcement Directorate An ECIR dated 26.02.2019 based on the EOW predicate offence was registered by the Enforcement Directorate and a Complaint dated 20.11.2020 was filed before the PMLA Court wherein the Petitioners were not named as Accused. The Promoters of BOPL and others were arraigned as Accused. The case bearing Spl. Case No. 525 of 2024 is at the stage of Trial. Central Bureau of Investigation Most importantly, the CBI has exonerated the Petitioners (in an FIR no RC2202023E0011 dated 18.04.2023 filed by BOPL's Consortium of Banks) via CBI's final closure report ("CBI Closure Report") dated 28.11.2024 wherein the CBI has not charge sheeted the Petitioners and exonerated the Petitioners by placing them in Column 12. It is pertinent to note that the SFIO complaint was part of and also formed the basis of the CBI FIR.”

6. Learned Senior Counsel appearing on behalf of the petitioners draws attention of this Court to an affidavit dated 18.11.2018 filed by ‘Hassad’ before the Court of learned ACMM, Saket Courts, New Delhi, in Case No. 2038277/2016, wherein, it was categorically confirmed that the petitioners had committed no criminality or were not complicit in the alleged offence. It is the case of the petitioners that by way of the aforesaid affidavit, ‘Hassad’ accepted the exoneration by EOW of the petitioners vide a Closure report dated 17.07.2018. It is also submitted that ‘Hassad’ vide a communication dated 19.11.2018 to respondent-SFIO had also enclosed the aforesaid CRL.M.C. 1510/2023 affidavit stating that petitioners were not responsible in commission of any alleged offences and no action was required against them.

7. It is further submitted that the impugned summoning order dated

22.09.2022, as well as the summons dated 11.12.2022 and 12.12.2022, suffer from a fundamental non-application of mind, and are ex-facie unsustainable in law. It was further contended that the learned Trial Court, failed to appreciate that no prima facie case was made out against the petitioners.

8. It has been contented by the learned Senior Counsel appearing on behalf of the petitioners that even though the complaint filed by SFIO indicts the petitioners for charges under Section(s) 68, 542 of the Companies Act, 1956 and 449 of the Companies Act, 2013, the impugned order indicts the petitioners of five charges, and then goes on to arraign the petitioners of six charges in the table of charges, being charges under Section(s) 68, 211, 209, 542, 628 of the Companies Act, 1956 and Section 449 of the Companies Act,

9. It is further submitted that the petitioners are again being prosecuted for the very same acts and transactions forming the subject matter of the earlier investigations with respect to BFOPL, in which the competent investigating authorities have already found no criminality attributable to the petitioners. It was urged that the complaint of SFIO itself suffers from infirmities, as the complaint filed by SFIO against the petitioners and 16 others does not name BFOPL as an accused. CRL.M.C. 1510/2023

10. Learned Senior Counsel appearing on behalf of the petitioners submits that the case of the respondent is based on certain handpicked facts and the respondent completely ignored and suppressed the material facts necessary for just adjudication of the matter.

11. It is further submitted that the statutory audit report of Deloitte and the binding Term Sheet executed between ‘Hassad’, BFOPL, promoters of BFOPL and SCPE II & III, explicitly recognised that the petitioners were not part of the key management personnel, responsible for the company’s day-to- day functioning. Attention of this Court is drawn to Form-32, filed with the Registrar of Companies, which also categorically shows the petitioners to be non-executive directors of BFOPL.

12. Learned Senior Counsel appearing on behalf of the petitioners further relies on the General Circular No. 1/2020 dated 02.03.2020, issued by Ministry of Corporate Affairs, which clarifies that non-executive, non-key managerial directors should not be subjected to prosecution in the absence of specific allegations indicating direct involvement. Reliance has been placed on the judgment of the Hon’ble Supreme Court in S.M.S. Pharmaceuticals Ltd. v. Neeta Bhalla 2 , wherein it was held that there is nothing which suggests that simply by being a director in a company, one is supposed to discharge functions on behalf of a company. 2 (2005) 8 SCC 89 CRL.M.C. 1510/2023

13. It was further submitted that the essential ingredients of the offenses alleged, are not disclosed against the petitioners. It was argued that the petitioners were merely non-executive directors in BFOPL, and under no circumstance, can they be considered to be in charge of day-to-day management of a company. It was further argued that the petitioners cannot be arrayed in any civil or criminal proceedings, in relation to the affairs of BFOPL, as they were not holding any key managerial positions in BFOPL.

14. Learned Senior Counsel further contended that the entire case of prosecution is misconceived, as the petitioners had been exonerated by all investigating agencies, including EOW, ED and CBI, and even ‘Hassad’ had acknowledged their innocence.

15. It is further submitted that the petitioners being only nominee non- executive directors on behalf of SCPE II & III in BFOPL, were required to participate in the board meetings and discussions to ensure that SCPE II & III’s interest is safeguarded in accordance with the terms of SPSSA. The petitioners had only attended 8 board meetings, which they were statutorily required to do, and the same cannot be considered as an overt act.

16. It was further submitted that the summoning of the petitioners merely by reproducing the allegation from the SFIO complaint and without any independent reasoning, shows a mechanical exercise of jurisdiction by the learned Special Judge (Companies Act). CRL.M.C. 1510/2023

17. Reliance was placed upon the decisions of the Hon’ble Supreme Court in Sunil Bharti Mittal v. CBI3, GHCL Employees Stock Option Trust v. India Infoline Ltd.4, and Prashant Bharti v. State (NCT of Delhi)5, and decision of this Court in Har Sarup Bhasin v. Origo Commodities India Private Limited6, to submit that continuation of proceedings against them would constitute abuse of process of Court and warranted quashing under Section 482 CrPC.

18. Learned Senior Counsel for the petitioners has also placed reliance on the following precedents: State of Haryana v. Bhajan Lal7 [Para(s) 88 and 102]; Rajiv Thapar v. Madan Lal Kapoor8 [Para 30]; a) b) c) Madhavrao Jiwajirao Scindia v. Sambhajirao Chandrojirao Angre9 [Para 7]; d) Mehmood Ul Rehman v. Khazir Mohammad Tunda 10 [Para(s) 9, 20, 22] e) G. Vijayalakshmi v. SEBI11; f) g) In re DENHAM & CO.12; Aneeta Hada v. Godfather Travels And Tours (P) Ltd. 13 [Para(s) 14, 51]; Pepsi Foods Ltd. v. Judicial Magistrate14 [Para(s) 21, 22, 28]; h)