J U D G M E N T

1. This petition has been filed under Section 482 of the Code of Criminal Procedure, 1973 (in short, „Cr.P.C.‟), challenging the Order dated 12.02.2020 (hereinafter referred to as the „Impugned Order‟) passed by the learned Additional Sessions Judge, Central District, Tis Hazari Courts, Delhi (hereinafter referred to as the „ASJ‟) in Crl.Rev.No.169/2019, titled as Yogesh Chandra Goyal & Ors. v. K.K.Goel & Sons (HUF), dismissing the said Revision Petition filed by the petitioners herein.

2. By way of the above Revision Petition, the petitioners had impugned the Order dated 05.01.2019, passed by the learned Additional Chief Metropolitan Magistrate (Special Acts), Central District, Delhi (hereinafter referred to as the „Trial Court‟) in Complaint Case No.11205 of 2017, titled as K.K.Goel & Sons HUF v. Sh. Yogesh Chandra Goyal & Ors., summoning the petitioners herein for the offence under Sections 185/447/452 of the Companies Act, 2013 (in short, „Companies Act‟) read with Section 120B of the Indian Penal Code, 1860 (in short, „IPC‟).

The Complaint filed by the Respondent no. 2:

3. The abovementioned complaint has been filed by the respondent no.2 herein, as the complainant no.1, with M/s Himgiri Fincap Ltd., the company in question, as complainant no.2, alleging therein that the respondent no.2 is a shareholder of the complainant no.2 company. It is further alleged that the petitioner no.1 herein was a Whole-Time director of the complainant no.2 company and was in control of the day-to-day affairs and the management of the said company. It is further alleged that the petitioner no.1, along with the petitioner nos.2 and 3 herein, managed the entire sale/purchase of the shares, transactions, management control, and functioning of the company.

4. It is alleged that the petitioner no.3 was appointed as the director of the said company on 16.08.2002.

5. It is alleged that balance sheet has not been prepared for the said company after 31.03.2002, and no Annual General Meeting (AGM) has been called for after 30.09.2002. It is further alleged that as per the balance sheet dated 31.03.2002 of the said company, it was having the following stocks/shares and securities:

―6. That since the Company was in the business of share market its stocks and assets were mainly in the form of bonds/shares/ securities. The details of the stocks/ shares and securities which Complainant No.2 Company was having as per the last balance sheet dated.

31/03/2002, (Annexure- A2), is given below:

Fixed Assets: Rs.l4.84 Lacs Assets: Rs.520.96 Lacs Total: Rs.535.80 Lacs Company's Liability: Rs.36.08 Lacs Therefore total: Rs.535.80 = Rs. 499.72 Lacs ASSETS INCLUDES :

CURRENT ASSETS : Rs.361.47 (includes stock of shares and securities of Rs.224.45 lacs. )

LOAN AND ADVANCES: Rs.l59.49 (includes loan to a company in which a director is interested of.

Rs. 65.36).‖

6. The respondent no.2, in the complaint, alleged that the petitioner nos.1 and 2, in active connivance with the petitioner no.3, misappropriated the funds/assets/shares/stocks of the said company by illegally transferring them to the petitioner no.4, that is, M/s Philco Exports Pvt. Ltd., a company controlled by the petitioner nos.1 and 2, with the petitioner no.1 being the Chairman/Managing Director of the same. It is also alleged that the petitioners also shifted the office of the complainant no. 2 company along with all the records, books of accounts, office equipment, computers, furniture and fixtures, minute books, and stocks of the company, to the residence of the petitioner nos.1 and 2.

7. As regards as the allegations for the offence under Section 185 of the Companies Act, the same are contained in paragraphs 13 and

21 of the complaint, and are reproduced herein below:

―13. That under the head of Loans And Advances of Balance Sheet dated 31/03/2002 (Annexure - A2) includes Rs.6536355.35 (Rs. Sixty Five Lacs Thirtv Six Thousand Three Hundred Fifty Five) due from a company (Philco Exports Pvt. Ltd. i.