Delhi High Court
Tejinder Pal Singh Malhotra vs State Of Delhi on 25 June, 2025
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Judgement delivered on: 25.06.2025
+ BAIL APPLN. 2121/2025 & CRL. M. A. 17330/2025
TEJINDER PAL SINGH MALHOTRA ..... Petitioner
Through: Mr. N. Hariharan, Senior Advocate
with Mr. Dipesh Sharma, Mr. Mani
Bhadrajain and Mr. Sushant Singhal,
Advocates.
versus
STATE OF DELHI .....Respondents
Through: Ms. Richa Dhawan, APP for State
Mr. Pramod Kumar Dubey, Senior
Advocate with Mr. Aditya Andley,
Mr. Prince Kumar, Ms. Amrita Vatsa
and Ms. Muskan Sharma, Advocates
for Complainant.
Mr. Kunal Sharma and Mr. Himanshu
Sharma, Advocates for complainant.
+ BAIL APPLN. 2195/2025 & CRL. M.A. 17892/2025 & CRL. M.A.
17893/2025
GAGANPREET SINGH MALHOTRA ..... Petitioner
Through: Mr. N. Hariharan, Senior Advocate
with Mr. Dipesh Sharma, Mr. Mani
Bhadrajain and Mr. Sushant Singhal,
Advocates.
versus
THE STATE OF NCT OF DELHI AND ANR .....Respondents
Through: Ms. Richa Dhawan, APP for State.
Mr. Pramod Kumar Dubey, Senior
Advocate with Mr. Aditya Andley,
Mr. Prince Kumar, Ms. Amrita Vatsa
BAIL APPLN. 2121/2025 & Connected Matters Page 1 of 25
and Ms. Muskan Sharma, Advocates
for Complainant
Mr. Kunal Sharma and Mr. Himanshu
Sharma, Advocates for complainant.
+ BAIL APPLN. 2202/2025 & CRL. M.A. 17903/2025 & CRL. M.A.
17904/2025
GURPREET SINGH MALHOTRA ..... Petitioner
Through: Mr. Jaspreet Singh Rai and Mr.
Ankur Singh, Advocates.
versus
THE STATE OF NCT OF DELHI AND ANR .....Respondents
Through: Ms. Richa Dhawan, APP for State
Mr. Pramod Kumar Dubey, Senior
Advocate with Mr. Aditya Andley,
Mr. Prince Kumar, Ms. Amrita Vatsa
and Ms. Muskan Sharma, Advocates
for Complainant
Mr. Kunal Sharma and Mr. Himanshu
Sharma, Advocates for complainant.
+ BAIL APPLN. 2203/2025 & CRL. M.A. 17905/2025 & CRL. M.A.
17906/2025
RAVINDER SINGH MALHOTRA .....Petitioner
Through: Mr. N. Hariharan, Senior Advocate
with Mr. Dipesh Sharma, Mr. Mani
Bhadrajain and Mr. Sushant Singhal,
Advocates.
versus
THE STATE OF NCT OF DELHI AND ANR .....Respondents
Through: Ms. Richa Dhawan, APP for State.
Mr. Pramod Kumar Dubey, Senior
Advocate with Mr. Aditya Andley,
Mr. Prince Kumar, Ms. Amrita Vatsa
and Ms. Muskan Sharma, Advocates
for Complainant
BAIL APPLN. 2121/2025 & Connected Matters Page 2 of 25
Mr. Kunal Sharma and Mr. Himanshu
Sharma, Advocates for complainant.
CORAM:
HON'BLE MR. JUSTICE TEJAS KARIA
JUDGMENT
TEJAS KARIA, J
1. These anticipatory bail applications are filed under Section 482 of
Bharatiya Nagarik Suraksha Sanhita, 2023 (‗BNSS’) in FIR No. 180 of 2025
(‗FIR’) dated 22.03.2025 under Sections 420/468/ 471 of the Indian Penal
Code, 1860 (‗IPC‘) registered at PS: Rajouri Garden, West Delhi, New
Delhi. Since these Anticipatory Bail Applications are arising out of the same
FIR having identical facts and prayers, they are decided by way of this
common judgment.
2. The present Anticipatory Bail Applications are the second
applications of the Applicants. The first anticipatory bail applications of the
Applicants, praying for similar relief were filed before the learned
Additional Sessions Judge-05 West: Delhi (‗ASJ’), which were dismissed
by the learned ASJ vide order dated 22.05.2025.
3. After the common order dismissing anticipatory bail applications by
the learned ASJ, the present Anticipatory Bail Applications have been filed
by the Applicants before this Court.
FACTUAL BACKGROUND:
4. The FIR in the present case was lodged on 22.03.2025 under Sections
420/468/471 of IPC by Mrs. Gagandeep Kaur (‗Complainant’) regarding
allegedly fraudulent transfer of 18,000 equity shares owned by the
Complainant of M/s Malhotra Electronics Private Limited (‗Company’).
BAIL APPLN. 2121/2025 & Connected Matters Page 3 of 25
The FIR alleges that 18,000 shares of the Complainant in the Company were
allegedly transferred in the name of her husband – Mr. Amanpreet Singh
Malhotra without her consent. The FIR alleged that as per the Auditor’s
Report of the Company for the year 2023, the Complainant’s name was not
mentioned in the List of Shareholders without the Complainant signing any
document giving consent, nor authorising anyone to transfer her shares in
the name of her husband. It is further alleged that the Applicants, who are
also the Directors of the Company committed forgery and misappropriated
18,000 shares of the Complainant.
5. After the registration of the FIR, the Investigating Officer (‗IO’) sent
a notice dated 07.04.2025 under Section 35 (3) of BNSS to the Applicants
and the Complainant’s husband (‗Accused’) to join the investigation in
relation to the FIR. The Counsel for the Accused met the IO on 10.04.2025
informing that they have preferred anticipatory bail applications being Bail
Application Nos. 622, 623, 672, 673, 674 of 2025 before the learned ASJ.
6. Thereafter, on 16.04.2025, the IO again issued notice to the
Applicants requiring their presence on 17.04.2025. The said notice was
replied to by the Counsel for the Applicants informing that the Applicants
are ready to cooperate with the IO and further requested the IO to provide
the list of documents required for investigating the matter.
7. On 19.04.2025, a notice under Section 94 of BNSS was issued to the
Applicants to provide the requisite documents including Form No. SH-04
executed in respect of all the shares transferred in the Company for
Financial Years (‗FYs’) 2020-21, 2021-22, 2022-23 and 2023-24 and other
documents as sought for in the notice.
8. In the meanwhile, on 19.04.2025, the learned ASJ granted interim
BAIL APPLN. 2121/2025 & Connected Matters Page 4 of 25
protection and directed the Applicants to join the investigation pursuant to
which the Applicants joined the investigation.
9. Vide reply dated 25.04.2025 to the notice dated 19.04.2025, the
Accused provided the Audited Balance Sheets of the Company for the FY
2020-21 to 2023-24 in their possession.
10. The Applicants submitted that all the documents in possession of the
Applicants were provided and no document including Form No. SH-4 was
executed, as alleged in the FIR.
11. On 22.05.2025, the learned ASJ vide order dated 22.05.2025
dismissed the anticipatory bail applications of the Applicant citing non-
cooperation and non-production of the Form No. SH-4 following which, the
Applicant– Tejinder Pal Singh Malhotra filed the BAIL APPLN.
2121/2025 before this Court. This Court, vide order dated 04.06.2025,
granted interim protection to the said Applicant, who has joined the
investigation on 05.06.2025.
12. The BAIL APPLN. Nos. 2195/2025, 2202/2025, 2203/2025 were
listed before this Court on 09.06.2025 and interim protection was granted to
the Applicants vide order dated 09.06.2025.
13. Thereafter, a Status Report dated 13.06.2025 was filed by the IO
stating as per the independent auditor’s report prepared for the year 2023, it
came to the notice of the Complainant that her name was not mentioned in
―Note No.2: Share Capital‖ of the said audit report, despite her holding
18,000 shares in the Company. The status report further states that upon
perusal of the List of Share Transfer dated 06.09.2023, duly signed by
Applicant– Gaganpreet Singh Malhotra — one of the Directors of the
Company, it was found that 18,000 shares held by the Complainant were
BAIL APPLN. 2121/2025 & Connected Matters Page 5 of 25
transferred in name of her husband without her consent or knowledge.
14. The Status Report further states that the Complainant has stated that
she had not signed any document to give her consent or authorized anyone
to transfer her shares in favour of her husband. It is alleged that
Complainant’s husband has cheated the Complainant and forged documents
to transfer shares estimated to be valued at ₹2.70 crores.
15. It is also stated in the status report that during investigation/enquiry, a
notice under Section 94 of BNSS was served upon the RoC to obtain the
balance sheets for the FYs 2022-23 and 2023-24 of the Company. As per
the List of Shareholders dated 31.03.2021, the Complainant was recorded as
holding 18,000 shares, and her husband held 81,000 shares. However, as per
the shareholder list dated 31.03.2023, shareholding of Complainant’s
husband increased to 99,000 and the Complainant’s name was removed
from the list.
16. The Status Report further states that, on checking the List of Share
Transfer, it was found that the 18,000 shares of the Complainant were
transferred to her husband by a board meeting dated 06.09.2023 of the
Company, signed by Applicant– Gaganpreet Singh Malhotra on behalf of
the board as Director of the Company. Further scrutiny revealed that, after
the said transfer on 05.09.2024, the Complainant’s husband transferred all
99,000 shares (his original 81,000 plus the transferred 18,000) in favour of
Applicant– Gurpreet Singh Malhotra.
17. It is further stated in the Status Report that on 19.04.2025,
Applicants– Tejinder Pal Singh Malhotra and Gurpreet Singh Malhotra
joined the investigation and a notice under Section 94 of BNSS was served
upon them. On 25.04.2025, a joint reply to the notice was received on behalf
BAIL APPLN. 2121/2025 & Connected Matters Page 6 of 25
of the Accused. On analysing the reply, it was observed that the Accused
had not provided the mode of the share transfer or Form No. SH-4 or any
supporting documents for the transfer of 18,000 shares from the
Complainant to her husband. It was stated in their reply that if any Form No.
SH-4 existed, it had been submitted to the RoC. However, the documents
obtained from the RoC did not include any uploaded Form No. SH-4.
18. The Status Report states that upon interrogation, Complainant’s
husband disclosed that no deed or purchase transaction had taken place
regarding the shares in question. The Applicants also stated that they had no
knowledge of the documents based on which the shares were transferred
from the Complainant to her husband.
19. It is further stated that on 05.06.2025, as per directions of this Court,
Applicant– Tejinder Pal Singh joined the investigation, but did not
cooperate and failed to provide Form No. SH-4. Status Report further states
that documents received from the RoC indicate that the Applicant–
Tejinder Pal Singh had attended the Annual General Meeting (‗AGM’) held
on 06.09.2023, during which the shares of the Complainant were transferred
to her husband through a resolution.
20. The Status Report states that custodial interrogation of Applicant–
Tejinder Pal Singh is sought for recovery of documents based on which
18,000 shares were transferred from the Complainant to her husband. Being
directors, the share transfer was approved and attended by the Applicants at
the AGM. The Complainant’s husband is the beneficiary of said 18,000
shares and is presently absconding. Anticipatory Bail of Applicants is
opposed at this stage on the ground that they may tamper with the
BAIL APPLN. 2121/2025 & Connected Matters Page 7 of 25
investigation and evidence. There is also apprehension that the Applicants
may assist the Complainant’s husband, who is absconding in evading arrest.
SUBMISSIONS ON BEHALF OF THE APPLICANTS:
21. It is the case of the Applicants that the Company was set up in 1986
by their father along with his two brothers and is closely held private
company. Over the years, business grew and other members of the family
including the Applicants herein, and the spouses of the respective members
were inducted as shareholders. The said shareholding has been shuffled from
time to time for the purpose of accounting, tax and other compliances, on
suggestions of company secretaries and auditors of the Company. As part of
such family arrangement, shares of the Company were allotted to the
spouses/wives of the shareholders wholly and solely in the fiduciary
capacity.
22. It is submitted that the Complainant is the legally wedded wife of Mr.
Amanpreet Singh Malhotra and the marriage between the two took place on
25.01.2003. They have twin daughters born on 27.08.2006.
23. It is alleged that due to some marital discord between the
Complainant and her husband, cases and counter cases have been filed by
both, against each other, including the petition for divorce by her husband
and a complaint under the provisions of the Protection of Women from
Domestic Violence Act, 2005 (‗DV Act‘) by the Complainant. Both cases
are pending before the learned Judge, Family Court-01, West District, Tis
Hazari Court, Delhi (‗Family Court’). The Family Court vide order
dated 20.09.2024 determined the maintenance for the Complainant and the
children.
BAIL APPLN. 2121/2025 & Connected Matters Page 8 of 25
24. An appeal being MAT. APP (F.C.) 394/2024 (‗Appeal’), captioned
―Amanpreet Singh Malhotra vs Gangandeep Kaur Malhotra‖ was filed by
Mr. Amanpreet Singh Malhotra against the order dated 20.09.2024, passed
by the learned Family Court. During the pendency of MAT. APP (F.C.)
394/2024, this Court vide order dated 19.12.2024, referred the parties to
mediation, wherein the Complainant and her husband attempted to amicably
settle their disputes. Around February, 2025, the Complainant along with her
two kids, shifted to USA and it is alleged that the mediation proceedings
were attended only by the Complainant’s brother. It is further alleged by the
Applicants that during these mediation proceedings, exorbitant amounts
were demanded from Mr. Amanpreet Singh Malhotra to settle the disputes
due to which the settlement talks failed. This Court, thereafter, disposed of
MAT. APP (F.C.) 394/2024, vide order and judgment dated 04.04.2025
dismissing the Appeal.
25. It is the case of the Applicants that in the midst of these mediation
proceedings and while the Appeal was pending, the Complainant filed
the instant complaint on 14.12.2024 and on 22.03.2025, the FIR was
formally registered. The Applicants claim that the timing of the FIR, after
nearly two years from the alleged incident and immediately after the
breakdown of mediation, suggests that the FIR is an afterthought and has
been filed as the Complainant’s husband, who is also an accused in the FIR,
refused to accept her demand of Rs. 18 Crores in mediation.
26. It is submitted that the Complainant is using FIR only to give way to
her monetary demands from her husband as an afterthought due to
unsatisfied monetary demands to accomplish her vindictive vendetta against
her husband. It is further submitted that the FIR was lodged nearly two years
BAIL APPLN. 2121/2025 & Connected Matters Page 9 of 25
after the alleged incident of share transfer and without producing any
documentary evidence to substantiate the claim of forgery. It is submitted
that despite the pendency of matrimonial proceedings between the
Complainant and her husband since 2020, she had never claimed
shareholding or disclosed any such investment in her income affidavit dated
16.02.2024, filed before courts in the pending matrimonial proceedings.
27. It is submitted that Form No. SH-4 was not executed and no forgery
was committed by the Applicants. The said document was not available with
the RoC as no such forged documents, as has been alleged by the
Complainant, are in existence. It is submitted that in absence of Form No.
SH-4, no transfer in effect had taken place and ownership did not change
hands and as such, the ingredients of cheating were not made out at all. It is
further submitted that requisite steps are being undertaken by the Company
under the provisions of the Companies Act, 2013 (‗Companies Act‘) to
rectify the shareholding of the Complainant.
28. It is further submitted that the Complainant has ferociously picked
and chosen only specific details to be mentioned in her declaration of
income affidavit dated 16.02.2024. The Complainant has not made any
investment in the Company and the FIR filed by her is also silent about the
same. The Complainant is also silent about the date when such alleged
shareholding was transferred in her name. It is submitted that a simple
common family arrangement is being used by the Complainant in the FIR as
a tactics to exert/assert pressure on her husband and give way to her illicit
demands. It is submitted that all the family members of the Applicants play
a fiduciary duty in the said family business, but as the Complainant is
motivated by her ill will of extorting money from her husband, it is only her
BAIL APPLN. 2121/2025 & Connected Matters Page 10 of 25
who has chosen to raise objection regarding the same.
29. It is further submitted that the documents, alleged to have been
forged, being Form No. SH-4, has never been executed by the Applicants or
the Accused. The IO, vide status report dated 28.04.2025, filed before the
learned ASJ has admitted that no Form No. SH-04 was available even with
the RoC, thus establishing the stand of the Applicants regarding non-
execution of the Form No. SH-04 and negating the allegations of forgery.
30. The Applicants have filed these Applications on the grounds that no
effective share transfer has occurred, and no offence of forgery or cheating
is made out. The Applicants have fully cooperated, supplied all available
documents, and have no criminal antecedents. It is also one of the grounds
that the entire case is based on documentary material, already available with
the IO. It is submitted by the Applicants that they have neither absconded
nor evaded the process of law, and custodial interrogation is completely
unwarranted in this case. It is further submitted that Mr. Amanpreet Singh
Malhotra and the Complainant are husband and wife, who are not having
cordial marital relations and are living separately since January 2020. Thus,
the allegations made by the Complainant are false, malicious, and an
outcome of an ongoing matrimonial conflict between the Complainant and
her husband.
31. It is submitted that entire gamut of dispute is rooted in a matrimonial
conflict, where the Complainant is attempting to leverage the criminal
proceedings to extract some monetary benefits from the Accused Persons. It
is submitted that the Applicants have been roped in by the Complainant in a
false and fabricated case and fears imminent arrest by the police officials at
the instigation of the Complainant based on these false allegations.
BAIL APPLN. 2121/2025 & Connected Matters Page 11 of 25
32. The learned Counsel for the Applicant submitted that the shares in the
name of the Complainant were given to her out of love and affection when
she became a member of the family. Initially, 1,000 shares were given, and
subsequently another 17,000 shares were given out of love and affection.
The Complainant has not made any payment for those shares. It was
submitted that not even the paid-up share capital of ₹10 per share was paid
by the Complainant. It was further submitted that there was a mistake in
relation to the allotment of those shares, which has been rectified, and those
shares have now been restored back to the Complainant. There was neither
wrongful gain to the Applicants nor wrongful loss caused to the
Complainant in the process. Accordingly, Section 467 of IPC cannot be
invoked in the present matter as element of unlawful loss is not present in
this case. The Complainant did not invest anything in the Company and,
therefore, there is no advantage to the Applicants as there is no unlawful loss
caused to the Complainant.
33. The learned Counsel further submitted that Form No. SH-4 is
essentially an internal document that was never created. The Company is run
by the family and hardly any record is maintained, and only essential filings
are done. The registered office of the Company is at the same place where
the Complainant was residing. The documents sought were in her
possession, and as shareholders can inspect records at any point in time, the
Complainant herself is entitled to inspect the said documents and the IO can
accompany her and inspect the record.
34. It is further submitted that the concerned shares were transferred in an
informal fashion. However, the rectified List of Shareholders has now been
filed before the RoC and shares have now been restored to the Complainant.
BAIL APPLN. 2121/2025 & Connected Matters Page 12 of 25
Form MGT-7 filed before RoC also confirms the rectification of holding of
the Complainant in the Company.
35. It was further submitted on behalf of the Applicants that there is no
public shareholding in the Company. The total percentage of shareholding of
the Complainant is merely 1.73%. The Company is a closely knit, family-
run enterprise and there are shares of other female members of the
Applicants’ family as well along with the Complainant. Rectification was
carried out in relation to those other female members also. Shares were
given and taken from all the female members of the family and then given
back to all the female members again. It was submitted that this is a family
enterprise, wherein such arrangements keep happening.
36. The learned Counsel for the Applicants further submitted that the
entire issue has arisen out of a matrimonial dispute between the husband and
the wife. As regards the violations of the provisions of the Companies Act,
the learned Counsel for the Applicants submitted that there are provisions
for penalties for such violations, and the Company will suffer for not
observing the necessary compliance in maintaining the records in
accordance with law.
37. As regards the failure to produce Form No. SH-4, the learned Counsel
for the Applicants submitted that the Applicants are being asked to create a
record which does not exist. It was submitted that the Applicants cannot
admit something, which is not true and cooperation in the investigation does
not imply that an accused is bound to make statements merely to align with
what the IO seeks or wishes to extract. The Applicants have consistently
maintained that the said record does not exist. In any event, the issues raised
are matters to be adjudicated during the course of trial, and no purpose
BAIL APPLN. 2121/2025 & Connected Matters Page 13 of 25
would be served by taking the Applicants into custody in this regard.
38. The learned Counsel appearing for the Applicant– Gurpreet Singh
Malhotra has submitted that the Applicant– Gurpreet Singh Malhotra is not
named in the FIR and he is being roped in without having any role played.
The learned Counsel further submits that in the FIR, the Complainant has
made a statement that her shares be returned back to her and the same has
now been returned back.
39. Accordingly, it was submitted on behalf of the Applicants that it is fit
case for grant to Anticipatory Bail to the Applicants.
SUBMISSIONS ON BEHALF OF THE COMPLAINANT:
40. Mr. Pramod Kumar Dubey, the learned Senior Counsel appearing on
behalf of the Complainant vehemently opposed grant of Anticipatory Bail to
the Applicants. He submitted that the shares were a part of Complainant’s
streedhan, which now have been unlawfully taken away by the Applicants
by executing forged documents. The Form No. SH-4 has also not been
produced by the Applicants during the course of investigation.
41. The learned Senior Counsel further submitted that this is a complete
case of forgery which has nothing to do with the matrimonial dispute. The
amount of ₹2.7 crores, that is, the value of shares is a big amount and it
cannot be said that there is no wrongful loss and wrongful gain in the
present matter. The learned Senior Counsel further submitted that as per
Section 14 of the Hindu Succession Act, 1956, the Complainant is the
absolute owner of shares in question and thus, her consent was required for
such a transaction to take place. Form No. SH-4 is a valuable security in
terms of Section 30 of IPC. It was further submitted that the Applicants have
BAIL APPLN. 2121/2025 & Connected Matters Page 14 of 25
not pointed out anything wrong in the order dated 22.05.2025 passed by the
learned ASJ rejecting the Anticipatory Bail of the Applicants.
42. The learned Senior Counsel for the Complainant further submitted
that Section 56 of the Companies Act requires a transferor and a transferee
when any share is transferred. He further referred to clause 18 and 19 of the
Articles of Association of the Company, which incorporates the Right of
First Refusal clause and states as under–
“18. The Directors are empowered to make call on members of any
amount payable at a time fixed by them.
19. Any member desiring to sell any of his shares must notify the Board of
Directors of the number of shares, the fair value and the name of the
proposed transferee and the Board must offer to the other share holders
the shares offered at the fair value and if the offer is accepted, the shares
shall be transferred to the acceptor and if the shares or any of them, are
not so accepted within one month from the date of notice to the Board the
members proposing transfers shall, at any time within three months
afterwards, be at liberty, subject to Articles 19 and 20 hereof, to sell and
transfer the shares to any persons at the same or at higher price.”
43. The learned Senior Counsel for the Complainant further submitted
that the Complainant was never informed even of the rectification carried
out subsequently by the Company. He submits that there must be consent of
the concerned shareholder while re-transferring shares, and the meeting of
Board of Directors has to be convened for the said purpose, but none of
these compliances were made in the present case.
44. The learned Senior Counsel for the Complainant also relied on the
reply dated 02.06.2025 by the Chief Financial Officer of the Company to the
notice dated 22.03.2025 issued under Section 94 of BNSS. Mr. Dubey
submitted that the Applicants are changing their stand every time regarding
the availability of Form No. SH-4 and compliance with the relevant
BAIL APPLN. 2121/2025 & Connected Matters Page 15 of 25
provisions of the Companies Act. To support his submission, the learned
Senior Counsel relied on Point No. 3 of the said reply. The same is extracted
below:
“3. M/s Malhotra Electronics Pvt. Ltd. is a fully owned family business
and all the Directors as well as the shareholders of the aforesaid company
are from the same family. Further as a common practice in majority of
family owned businesses across the Country that in order to retain the
absolute shareholding of a company within a family the female members
of the household (i.e. wife, daughter, daughter in law) are given a certain
amount of shareholdings in the family business solely for the purpose of
compliance and retention of the entire business within the bloodlines.
Further in the present case also the transfer of shares as alleged in the
present Complaint has been done as part of the routine shuffling of
shareholdings within the family as per the family arrangement amongst its
members. Further the SH-4 form as sought by you is not available with
the Company. The Company has done compliances and filed documents
with the ROC as per the relevant provisions of law.”
45. However, in the reply dated 25.04.2025 from the Applicants to the
notice dated 19.04.2025, it was stated that:
“…Further the SH-4 form as sought by you is not available with the
Accused persons and if at all the aforesaid SH-4 forms exist, it must have
been uploaded/filed with the office of registrar of companies, as per the
provisions of the Companies Act.”
46. The learned Senior Counsel for the Applicants submitted that the
recovery of documents, the information as to who attended the meetings of
the Board of Directors of the Company, what was the proposal, when it was
submitted, who consented and who dissented — all such information is
required from the Applicants.
47. The learned Senior Counsel for the Complainant has relied on the
decision of the Supreme Court in Pratibha Manchanda v. State of
Haryana, (2023) 8 SCC 181 to submit that while granting an anticipatory
bail, the Court must also consider the gravity of the offence, the impact on
BAIL APPLN. 2121/2025 & Connected Matters Page 16 of 25
society, and the need for a fair and free investigation.
48. The learned Senior Counsel for the Applicant submitted that
ingredients of Sections 415 and 420 of IPC are fulfilled in the present case
and Anticipatory Bail shall only be granted in rarest of the rare case and not
in a routine manner.
SUBMISSIONS ON BEHALF OF THE STATE:
49. The learned Additional Public Prosecutor (‗APP’) submitted that the
very fact that shares have been transferred back establishes that those shares
were wrongfully transferred earlier. The estimated value of the said shares is
₹2.7 crores. The Applicants are trying to make it a case of matrimonial
dispute, whereas the case of forgery is apparent and same has to be
investigated thoroughly by the investigating agency. The learned APP
submitted that merely stating that it is a matrimonial dispute does not
absolve the Applicants of forgery. In the process of re-transferring, the
Applicants are using Form No. SH-4, which was not used for while
executing the alleged transaction in question.
50. The learned APP further submitted that Form No. SH-4, as directed
by the IO, has not been produced by the Applicants and thus it is submitted
that the Applicants have not cooperated in the investigation. The learned
APP submitted that the Applicants are not providing documents sought by
the investigating agency and merely joining the investigation is not enough
as the Applicants are required to cooperate with the IO. The learned APP
further submitted that the documents relating to the share transfer are in the
custody of the Applicants. The said documents are required to be recovered
for investigation of the alleged crime.
BAIL APPLN. 2121/2025 & Connected Matters Page 17 of 25
51. The learned APP further submitted that the Applicants are not aware
of the compliances according to the procedure prescribed under Companies
Act and further submitted that the provisions thereunder have been blatantly
disregarded in the present matter.
52. The learned APP relied on the judgment in State v. Anil Sharma,
(1997) 7 SCC 187, wherein an accused, a Member of Legislative Assembly
was granted the relief of anticipatory bail by the High Court in a case under
Section 13(2) of the Prevention of Corruption Act, 1988 and the state
challenged the same before the Supreme Court on the ground that the high
office which the accused held and the wide influence which he could wield,
would subject the investigating agency to great handicap. The Supreme
Court while allowing the appeal against the grant of anticipatory bail by the
High Court observed that apprehension of the investigating agency in the
said matter was quite reasonable considering the wide influence the accused
could wield on the witnesses.
53. Accordingly, the learned APP strongly objected to grant of
Anticipatory Bail to the Applicants.
ANALYSIS AND CONCLUSION:
54. It is settled law that while considering an application for anticipatory
bail, the following factors have to be considered: (i) the nature and gravity
of the accusation; (ii) the antecedents of the applicant including the fact as to
whether he has previously undergone imprisonment on conviction by a
Court in respect of any cognizable offence; (iii) the possibility of the
applicant to flee from justice; and (iv) whether the accusation has been made
with the object of injuring or humiliating the applicant by having him so
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arrested.
55. It is an admitted fact that the Complainant is relative of the Applicants
herein. It is also an admitted fact that there is an ongoing acrimonious
matrimonial discord between the Complainant and her husband, which is
evident from the proceedings under the DV Act, divorce proceedings,
maintenance disputes, and mediation attempts pursuant to orders passed by
this Court. The FIR was registered on 22.03.2025 pertains to an event of
transfer of shares allegedly occurred on 30.07.2022, more than two years
prior. There is no explanation offered for this delay in lodging the FIR,
particularly when the Complainant had already been engaged in extensive
litigation against her husband since 2020.
56. The List of Share Transfer shows that on 30.07.2022, the female
members of the Applicants’ family have transferred several shares to the
male members of the family. The FIR stems from this transfer of shares.
57. The Company appears to be a closely held family-run business, and
there is no public shareholding involved. FIR does not disclose as to when
the Complainant became aware about the alleged share transfer. It only
mentions about the report of independent auditor, who conducted audit of
the Company in 2023. It is stated that from perusal of the said audit report,
the Complainant came to know that her name is not mentioned as the
shareholder although she was holding 18,000 shares of the Company. If
further mentions that upon perusal of List of Share Transfer dated
06.09.2023 of the Company, she found that her 18,000 shares were
transferred to her husband without her consent.
58. The FIR is silent about the exact details about the date on which the
Complainant became the shareholder and when the Complainant became
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aware about the auditor’s report and List of Share Transfer of 2023. The
time gap between the incident of alleged forgery and misappropriation and
filing the complaint is also not explained in the FIR.
59. The Status Report indicates that the entire investigation is based on
the documents and the Applicants and the Company have provided all the
documents that are within their power and possession. The IO has not
identified any further document evidence that could be recovered through
custodial interrogation other than Form No. SH-4, which the Applicants
have admitted that it does not exist.
60. In view of the admission by the Applicants that the shares were
transferred without execution of Form No. SH-4, the same would be
considered during the trial. An admission of non-existence of Form No. SH-
4 and consequence of transfer of the shares without execution of Form No.
SH-4 are legal questions for which custodial interrogation is not required.
61. The Status Report also shows that the RoC has provided all statutory
records already filed with the RoC. This record will be considered by the IO
during the investigation in accordance with law. The Applicants have
admitted that the shares in questions held by the Complainant were
transferred to her husband and now they are re-transferred to the
Complainant. The Applicant have also not been able to demonstrate any
consent by the Complainant for this transfer.
62. The FIR is based on an incidents of share transfer from the
Complainant to her husband and then to Mr. Amanpreet Singh Malhotra, the
Applicant herein, which are now transferred back to the Complainant. The
Applicants have given justification for such transfers, which will be
considered during the trail. The fact remains that there have been transfers
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that have been documented and are admitted by the Applicants. Hence,
entire investigation revolves around the documentary evidence, which is
already with the IO as reflected in the Status Report.
63. When it is admitted that Form No. SH-4 was not executed, the
question of forgery on the said document does not arise. Whether the Form
No. SH-4 is a ―valuable security‖ within the meaning of Section 30 of IPC
and whether there was any cheating or misappropriation of shares of the
Complainant was undertaken by the Applicants will be a matter of trial and,
at this stage, it will not be appropriate to comment on the merits of the
investigation, which is ongoing.
64. Further, the timing of the FIR after the failure of mediation between
the Complainant and her husband for an incident that occurred two years
prior to the date of the FIR is questionable. It is not disclosed in the FIR as
to how and when the Complainant became aware about the report of the
independent auditor of 2023. Even the residential address of the
Complainant and the Registered Office of the Company are situated at the
same premises. Hence, it is not possible to believe that the Complainant had
no access to the records of the Company.
65. In such circumstances, the Applicants are entitled to the benefit of
presumption of innocence. The Constitution Bench of the Supreme Court in
Gurbaksh Singh Sibbia v. State of Punjab, (1980) 2 SCC 565 while
stressing that a free man is entitled to presumption of innocence observed
that
“31. In regard to anticipatory bail, if the proposed accusation appears to
stem not from motives of furthering the ends of justice but from some
ulterior motive, the object being to injure and humiliate the applicant by
having him arrested, a direction for the release of the applicant on bail in
the event of his arrest would generally be made. On the other hand, if it
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appears likely, considering the antecedents of the applicant, that taking
advantage of the order of anticipatory bail he will flee from justice, such
an order would not be made. But the converse of these propositions is not
necessarily true. That is to say, it cannot be laid down as an inexorable
rule that anticipatory bail cannot be granted unless the proposed
accusation appears to be actuated by mala fides; and, equally, that
anticipatory bail must be granted if there is no fear that the applicant will
abscond. There are several other considerations, too numerous to
enumerate, the combined effect of which must weigh with the court while
granting or rejecting anticipatory bail. The nature and seriousness of the
proposed charges, the context of the events likely to lead to the making of
the charges, a reasonable possibility of the applicant’s presence not being
secured at the trial, a reasonable apprehension that witnesses will be
tampered with and “the larger interests of the public or the State” are
some of the considerations which the court has to keep in mind while
deciding an application for anticipatory bail…”
66. The Supreme Court in the case of Siddharam Satlingappa Mhetre v.
State of Maharashtra, (2011) 1 SCC 694 categorically observed that
“85. It is a matter of common knowledge that a large number of
undertrials are languishing in jail for a long time even for allegedly
committing very minor offences. This is because Section 438 CrPC has
not been allowed its full play. The Constitution Bench in Sibbia case
[(1980) 2 SCC 565 : 1980 SCC (Cri) 465] clearly mentioned that Section
438 CrPC is extraordinary because it was incorporated in the Code of
Criminal Procedure, 1973 and before that other provisions for grant of
bail were Sections 437 and 439 CrPC. It is not extraordinary in the sense
that it should be invoked only in exceptional or rare cases. Some Courts of
smaller strength have erroneously observed that Section 438 CrPC should
be invoked only in exceptional or rare cases. Those orders are contrary to
the law laid down by the judgment of the Constitution Bench in Sibbia
case [(1980) 2 SCC 565 : 1980 SCC (Cri) 465]…”
67. The investigation in the present case hinges entirely on documentary
evidence comprising of the Board Resolutions of the Company, List of
Share Transfer and Form No. SH-4. The Applicants have provided all the
documentary evidence and repeatedly asserted that no such Form No. SH-4
was ever executed. Even the Company has mentioned that Form No. SH-4 is
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not traceable in the records of the Company and the RoC has also not
provided the same to the IO, which supports the stand of the Applicant about
non-existence of Form No. SH-4. Notably, the custodial interrogation is
requested only to ascertain the possession of Form No. SH-4. When no such
document exists as admitted by the Applicants, there is no purpose of
custodial interrogation of the Applicants.
68. The Applicants have joined the investigation and responded to
multiple notices under Section 94 of BNSS. They do not have any prior
criminal antecedents. They have provided replies and submitted audited
financial reports of the Company for past several years. While the IO alleges
non-cooperation due to non-production of Form No. SH-4, the Applicants
have consistently maintained that the said document does not exist. The
mere non-production of a document not in the possession/existence of the
Applicants cannot be equated with their non-cooperation.
69. There is no allegation that interim protection granted to the Applicants
has been misused. There is no material indicating tampering of evidence or
threat to witnesses. Applicants have appeared before the IO as and when
required. They have further undertaken to cooperate with the investigation.
70. As held in Pradip N. Sharma v. State of Gujarat, 2025 SCC OnLine
SC 457, the necessity for custodial interrogation beyond scrutiny of official
records must be demonstrated, especially where the case hinges on
documentary evidence and presence of the accused can be secured without
pre-trial detention. In the present case, no reasons are demonstrated for
which custody of the Applicants is essential, beyond reiterating the need for
a document, the Applicants disclaims having and the RoC deny possessing.
Since the Applicants have joined the investigation, no purpose would be
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served by subjecting the Applicants to custodial interrogation.
71. As regards the submission of the State that grant of anticipatory bail
to the Applicants would prevent the IO from conducting investigation and
recovering documents, the State can pursue the remedies available under the
law to seek cancellation of Anticipatory Bail granted to the Applicants, if the
Applicants misuse the same by not co-operating with the investigation and
not providing the documents other than Form No. SH-4, which admittedly
does not exist or attempting to tamper evidence or influence the
Complainant or commit any act prejudicial to the records of the case.
72. Thus, in light of the above observations and considering the overall
facts and circumstance of the case, there is absence of necessity for custodial
interrogation. Having carefully examined the contents of the FIR, Status
Report and oral submissions of the Applicants, Complainant and the State,
this is a fit case for grant of Anticipatory Bail to the Applicants with
necessary conditions to ensure cooperation and appearance before the IO for
the purpose of investigation.
73. In view of the above, present Applications are allowed and in the
event of arrest, the Applicants are directed to be released on bail on
furnishing a personal bond in the sum of ₹1,00,000/- (Rupees one lakh) for
each of the Applicant with two sureties of the like amount to the satisfaction
of the IO/SHO, on the following conditions:
i. The Applicants shall continue to join and cooperate with the
investigation.
ii. The Applicants will appear in person and provide all the
documents within their power and possession as and when
directed by the IO;
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iii. The Applicants shall not leave the Country without prior
permission of this Court.
iv. The Applicants shall not directly or indirectly make any
inducement, threat or promise to any person acquainted with
the facts of the case and the Complainant or tamper with the
evidence of the case, in any manner whatsoever;
v. The Applicants shall inform the IO in writing of any change in
their residential address or mobile number.
vi. The Applicants shall give their mobile numbers to the
concerned IO/SHO and shall keep their mobile phone switched
on at all times.
74. In the event of there being any violation of the stipulated conditions, it
would be open to the State to seek redressal by filing an application seeking
cancellation of the bail.
75. It is clarified that observations made in the present order are for the
purpose of deciding present anticipatory bail applications and shall not
influence the outcome of the Trial and not be taken, as an expression of
opinion, on the merits of the case.
76. The present Applications are allowed in the aforesaid terms.
TEJAS KARIA, J
(VACATION JUDGE)
JUNE 25, 2025/ ‘A’/’KG’
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