ORDER :

1. Heard learned counsel for the parties.

2. Apprehending her arrest in connection with C.P. Case No. 5239 of 2022 instituted under Sections 467, 468 and 420 of the Indian Penal Code, the petitioner has moved this Court for grant of privilege of anticipatory bail.

3. As per complaint petition, the complainant is retired businessman and was director of two private limited companies M/s Mars Mercantile Pvt. Ltd. and M/s. Pre Stressed Udyog (India) Pvt. Ltd. incorporated under companies Act, 1956 which was engaged in manufacturing High Tension wire and railway sleepers. The complainant and his other family members were share-holders of the said companies decided to sell the companies and entered into an agreement with co-accused Dinesh Pradhan and Mahesh Pradhan for purchasing 100% shares of the said companies for valuable consideration of Rs. 17.45/- (Seventeen crore and forty five lakhs only) and another agreement of share purchase of M/s Mars Mercantile Pvt. Ltd. was also executed on the same day with Pradhan Brothers for sum of Rs. 15.50 crores (Fifteen crore and fifty lakhs only). It is further alleged that the complainant was induced to resign from the directorship of both companies but the consideration amount as per agreement was not paid to the complainant and other share-holders. Further, the complainant perceived dishonest intention of the Pradhan Brothers who retained original share certificates with them and did not execute any instrument of transfer From No. SH-4 in terms of Company rules and out of total agreement amount of Rs. 32.95 crores (Thirty crore and ninety five lakhs only), only Rs. 4.70 crores (Four crore and seventy lakhs only) has been transferred to the complainant and other share-holders. It is further alleged that in the annual return called MGT-7 for financial year 2016-17, present petitioner being company secretary by making false document and electronic records without having original share certificates and instrument of transfer submitted false and fabricated documents regarding share under her digital signature to the Registrar of Company. As such, Pradhan Brothers became director with absolute share capital of 100% share in their own name, even when original share was in possession of the complainant and SH-4 were not signed by complainant and other share-holders. It is further alleged that a false document in the nature of “indemnity bond” was made on judicial paper on 22.06.2017 which was purchased in the year 2019 and falsely shown to have been purchased in the year 2017. It is further alleged that petitioner is principal author, who used her digital signature in MGT-7 of 2016-17 and created entire game plan by hatching conspiracy with Pradhan Brothers by using fraudulent documents and cheated the share-holders and complainant and his family members to the tune of Rs. 28 crores.

4. Learned senior counsel for the petitioner has submitted that the petitioner is a woman and innocent and has committed no offence at all rather she has been falsely implicated in this case. It is further submitted that the petitioner has no intention to cheat the complainant or provided unlawful gain to Pradhan Brothers. It is further submitted that the petitioner is a freelance practicing company secretary. She is not an employee of any company. It is further submitted that the professional work and duty of the petitioner is to act upon the audited balance sheets handed over to her and file Annual Return with the Registrar of Companies. It is further submitted that petitioner gets duly authenticated and audited documents to the Authorized Auditors/Chartered Accountants and as such she has no effective role in manipulating those balance-sheet and her only duty to file return. It is further submitted that petitioner has no knowledge about any dispute between the complainant and Pradhan brothers. Although, she was found guilty of negligence while discharging her professional duty in the present case, which was no