Anticipatory bail in economic offences requires stringent scrutiny; the petitioner failed to demonstrate immunity from liability under the Companies Act due to involvement in falsified financial statements.

JUDGMENT

Mr. Kuldeep Tiwari, J.

Through the instant petition, as cast under Section 438 of the Cr.P.C., the petitioner, who claims himself to be an "Independent Director" of SRS Finance Limited, craves for him being granted the relief of anticipatory bail, in Criminal Complaint No.17 of 2021, titled as "Serious Fraud Investigation Office v. SRS Limited and others".

2. The principal cause behind the petitioner rushing to this Court, is the issuance of warrants of arrest against him in the complaint (supra), owing to his non-appearance before the learned Special Judge concerned, despite him being summoned vide order dated 16.08.2021.

3. Though the learned counsel for the petitioner, in his beseeching the grant of relief (supra), has made manifold arguments, however, the essence of his arguments is embedded in the petitioner being safeguarded by the provisions of Section 149(12) of the Companies Act, 2013. By taking shelter under this Section, he has argued that when the petitioner, who is an "Independent Director", neither had any knowledge about any acts of omission or commission by the company, nor such acts were done with his consent or connivance, nor anything suggestive qua him not acting diligently is available on record, therefore, he cannot be held liable for any such acts. Moreover, the complaint (supra) is also totally silent about the petitioner having any knowledge in the above regard.

4. In the present case, since the complaint (supra) derives its origin from the alleged commission of a huge financial fraud, wherein huge sums of money are alleged to have been siphoned off by the accused(s) for their personal use, therefore, it is deemed imperative to first deal with the allegations in detail.

5. Consequent upon forming of an opinion by the Ministry of Corporate Affairs (hereinafter referred to as 'M.C.A.') that investigation into the affairs of SRS limited and its Group Companies is necessary to be conducted by the Serious Fraud Investigation Office (hereinafter referred to as the 'S.F.I.O.'), it drew an order of investigation on 01.08.2018, in exercise of its powers, as conferred under Section 212(1)(a) of the Companies Act, 2013. Accordingly, the Director, S.F.I.O., vide order dated 08.08.2018, designated officers of S.F.I.O. as Inspectors to carry out the investigation. The investigation was conducted by various officers, whereupon it transpired that total 88 companies belonging to SRS Group were in existence since 01.04.2010. Therefore, investigation into the affairs of those 88 CUIs, including the eight companies which have been arrayed as accused No.1 to 8 in the complaint (supra), was conducted and on completion of the investigation, an Investigation Report dated 05.06.2021 was presented before the M.C.A. This Investigation Report constituted the backbone of the order dated 10.06.2021, where through, the M.C.A. directed the S.F.I.O. to file complaint and to initiate prosecution against the accused for commission of various offences/violations, i.e. under Sections 36(c) read with Section 447, 448, 92, 137, 134, 188, 128, 129, 143 of the Companies Act, 2013, and, Sections 209, 217, 211, 227, 297, 628 of the Companies Act, 1956.

6. The sum and substance of the complaint (supra), besides the crux of the investigation carried out by the S.F.I.O., is extracted here-in after:-

"(I) SRS Group consisted of two categories of companies with the nomenclature 'SRS companies' and 'Non-SRS companies'. It is revealed that the affairs of these companies were managed and controlled by Anil Jindal, Jitender Kumar Garg, Praveen Kumar Kapoor, Bishan Bansal, Nanak Chand Tayal, Rajesh Singla and Sushil Singla. The said persons were the actual controlling "mind and will" and in control of the affairs of the SRS Group. The degree of their control was such that the directors in these companies were appointed or removed as per their whims and fancies.

(II) That in case of Non-SRS companies, it is revealed that the directors were mostly th