Dr. Rashmi Saluja v. State of Maharashtra & Anr.

the FIR No.50 of 2019 dated 27th March 2019 which was lodged with the Delhi Police on the allegations of the commission of offence under sections 409, 420 and 34 of the Indian Penal Code against Shivender Mohan Singh, Malvinder Mohan Singh and others who were the directors and promoters of the REL. This is the allegation 2 WP.2538 & 2254-2025.doc against them in that First Information Report that various unsecured loans to the tune of Rs.2397 crores were given by them to the shell companies associated with them which willfully defaulted on repayment of the loan amount. He further stated that a draft Open Offer Letter dated 11th October 2023 was issued by the Acquiring companies making false, fraudulent and dishonest representations and, that, the projections made by the Acquiring Companies in the Open Offer Letter were patently illegal and dishonest.

3. It was on the basis of the materials collected in course of the investigation in the FIR No. 483 of 2023 and the information supplied to the ED that ECIR/MBZO-I/24/2024 was registered by the ED and a search and seizure operation was conducted by the ED at the petitioner’s premises and an order under section 17(1A) of the PMLA was issued for freezing the Employee Stock Ownership (in short, "ESOP") shares in the Demat account of the petitioner. The inquiry conducted by the ED in this ECIR revealed that the FIR No.483 of 2023 was lodged at the behest of the petitioner. The petitioner provided Rs.2 lakh in cash to the complainant who purchased 500 shares of the REL and thus became its shareholder and lodged the First Information Report. The ED supplied these informations to the police and a First Information Report vide FIR No.355 of 2024 was lodged against the petitioner.

4. The petitioner states that the REL is a listed company registered with the Reserve Bank of India and it has diverse service groups across the financial services, housing finance, retail broking and health insurance. She is a doctor and an entrepreneur and having administrative experience of more than 25 years. She served as a Chairperson-cum-Managing Director of the Religare Finvest 3 WP.2538 & 2254-2025.doc Ltd. (in short, RFL) and as a non-Executive Chairperson of the Care Health Insurance Ltd. (in short, CHIL) and Religare Broking Limited (in short, RBL) which are subsidiaries of the REL. The (CHIL) is a subsidiary of the REL which is a core investment company. According to the petitioner, the REL and its subsidiary companies suffered large-scale fraudulent siphoning of funds prior to 2018 and therefore a strong and independent Board of Directors was constituted which appointed a new professional management. She further states that it was detected in course of the inquiries to ascertain reasons for the drastically poor financial condition of the REL that there were wilful defaults by the entities which were related or controlled or associated with the erstwhile promoters and there were investigations by the SFIO and SEBI. The petitioner claims that she played a vital role in reviving the regulatory and financial compliance by the Religare Group and the RFL which had a negative net worth and was on the verge of bankruptcy and successfully negotiated one-time settlement with the banks and other creditors and the REL and its subsidiaries have now reported profits and secured investments from the leading business houses.

5. The petitioner states that the Religare Health Insurance Employees Stock Option Scheme which governs the terms and conditions for the ESOPs was revised in the year 2014. In terms thereof, on 31st October 2021, an approval for allotment of the ESOPs to her was granted by the Nomination and Remuneration Committee (in short, NRC) of the CHIL based on the valuation by M/s. Finshore Management Services Ltd. which is a merchant banker classified by the SEBI. The Board of CHIL comprised 12 non-Executive Directors, representatives of the Corporate entities and Union Bank which accorded the approval for grant of the 4 WP.2538 & 2254-2025.doc ESOPs in her favor of which was, later on, approved by the shareholders at the Extra-Ordinary General Meeting of the CHIL. However, the Insurance Regulatory and Development Authority of India (in short, IRDAI) declined the request for grant of the ESOPs to her on account of a bar under Guidelines on Remuneration of Directors and Key Managerial Persons of Insurers, 2016. The petitioner further claims that, based on the legal opinion, the Board of CHIL validly approved modification to the resolution dated 1 st November 2021 for grant of 2,72,11,327 ESOPs @ Rs.45.32 per share to her. In the “Brief Note” which was tendered in the Court, the petitioner states that the rights issue by the CHIL raised over Rs.250 crores and investment to the tune of Rs.190 crores was made by the REL. She was allotted 75,69,685 CHIL shares from the vested ESOPs and she made payments from her personal account. However, the IRDAI passed an order dated 23rd July 2024 against the CHIL and directed that the ESOPs granted in favor of the petitioner was to be canceled. It is stated that the order passed by the Securities Appellate Tribunal (in short, SAT) on 9th August 2024 staying the order of the IRDAI was conveniently ignored and the ED shared selective materials with the Joint Commissioner of Police (Crime) through letter dated 27th August 2024. The strategic corporate decision of the REL based on the financial conditions was duly authorized, the shares issued to the REL in lieu of investments made by it in CHIL appreciated in value and no loss to the REL or its shareholders has been reported. Moreover, she has purchased the ESOPs from her personal funds and did not derive any benefit from the REL investments in the CHIL. The complainant, namely, Mr. Vaibhav Jalinder Gawali in the FIR No.483 of 2023 did not allege any misconduct on the part of the petitioner, she was not 5 WP.2538 & 2254-2025.doc even named by him and she had no role in the mis-management of the company by its erstwhile promoters and investors. The source materials and the allegations by the complainant can at best disclose the commission of an offence under section 182 of the Indian Penal Code and the ingredients of cheating and criminal conspiracy are completely missing. The learned senior counsel for the petitioner submitted that such background facts clearly reflect a pre-meditated action by the ED and altogether a “new case” has been built-in beyond the source materials.

6. In the affidavit-in-reply, it is stated that Vaibhav Jalinder Gawali made a complaint at Matunga Police Station at the instance of the petitioner and made false allegations against the Burman family. To support its case, the ED has stated that in the statements recorded under section 50 of the PMLA some of the witnesses who are independent directors in the REL and CHIL or directors in M/s. J.M.Financial Ltd. and Burman group have supported the allegations of the commission of predicate offence by the petitioner. This is a specific allegation against the petitioner that it was her own proposal in her capacity as a non-Executive Chairperson of the CHIL and as an Executive Chairperson of the REL that was accepted by the NRC and the Board of CHIL.

7. Mr. Amit Anand Tiwari,the learned senior counsel contended that a First Information Report against the petitioner cannot be registered on the basis of an allegation of fraud or that she committed breach and acted in violation of the provisions under the Companies Act and the SEBI Act or the Regulations framed thereunder. The explanation to section 447 of the Companies Act defines the offence of fraud and incurs a harsher punishment or even grant of bail prescribes strict conditions. A complaint alleging 6 WP.2538 & 2254-2025.doc violations under the Companies Act can be entertained provided it is made by the Registrar of Companies or a shareholder or a member of the company or a person authorized by the Central government. It is submitted that the reason behind authorizing the inquiry or investigation by the specified person is that the alleged or probable violations would require a specific and specialized action. Therefore, there is a specific bar in law operating against the power of the Court to take cognizance in the matters relating to special laws and any violation or breach of the provisions under the Companies Act or SEBI Act has to be dealt with as per the procedure laid down thereunder and not otherwise. In view thereof, the violations under the Companies Act and, in particular, section 447 must be dealt with under the procedure prescribed thereunder and not by lodging an FIR against the petitioner.

8. Mr. Amit Anand Tiwari, the learned senior counsel for the petitioner further submitted that if there is a necessity to investigate into the affairs of a company by the SFIO then the Central government assigns the investigation under section 212(1) of the Companies Act to the SFIO and no other investigating agency shall investigate any offence thereto. Section 212(2) further provides that if any investigation has been initiated by any other agency that shall not proceed further and all relevant documents and records in respect of the offences under the Companies Act under investigation shall stand transferred to the SFIO. The Investigating Officer (SFIO) shall investigate into the affairs of the company having the powers of an Inspector under section 217. Furthermore, section 212(6) of the Companies Act provides that the offence covered under section 447 shall be cognizable and no Special Court shall take cognizance of any offence except on a complaint in 7 WP.2538 & 2254-2025.doc writing made by either the SFIO or any authorised officer of the Central government, notwithstanding anything contained in the Code of Criminal Procedure. Section 436 of the Companies Act deals with the offences triable by a Special Court irrespective of what is provided under the Code of Criminal Procedure. Section 436(1) provides that all the offences specified in section 435(1) shall be triable by the Special Court notwithstanding anything contained in the Code of Criminal Procedure. The learned senior counsel further contended that the special law shall take precedence and prevail over the general laws if there is any kind of conflict between the special law and the general laws. The learned senior counsel referred to “Jeevan Kumar Raut”1 to fortify his submission that the FIR No. 355 of 2024 and all proceedings arising therefrom are liable to be quashed in view of the well settled principle of law that the proceedings under the general statute shall not be valid if the imputations against the accused person and the offending act or omissions are covered under a special statute.

9. On the other hand, Mr. Zohaib Hussain, the learned counsel for the ED submitted that the petitioner suppressed a vital fact in the present proceedings and did not inform this Court that this writ petition was filed by her within a week after she withdrew Writ Petition (Civil) No. 5287 of 2025 on the ground that she intends to pursue the statutory remedy of appeal to challenge the provisional attachment order. The learned counsel referred to the decisions in “Jai Singh2”, “Arunima Baruah3”, the decisions of Delhi High Court in “Abhay Sapru4” and Jammu & Kashmir High Court in “Tanzeem