O R D E R

Dated this the 1 st day of February, 2022 This is an application filed u/s 438 of the Code of Criminal Procedure (Cr.P .C.) seeking pre arrest bail.

2. The petitioners are the accused in Crime

No.1196/2021 of Mattanchery Police Station. The 3 rd respondent is the de facto complainant. The offence alleged against the petitioners are under Sections 193, 200, 202, 406, 409, 417, 420, 466, 468, 471, 474 and 34 of IPC and Sections 447 and 448 of the Companies Act.

3. The petitioners and the 3 rd respondent are brothers.

They are the Directors and their parents and wives are the shareholders of three Private Limited Companies viz., RBG Enterprises Pvt. Ltd., RBG Trading Corporation and RBG Retail Private Ltd. The prosecution allegation is that the petitioners without the knowledge or consent of the 3 rd respondent or other shareholders of the companies and in violation of the Articles of Association of the Companies withdrew ` 23,69,99,835/- from RBG Enterprises Pvt Ltd, ` 31,33,68,008/- from RBG Trading Corporation and ` 47,67,598/- from RBG Retail Private Limited for the period from 2015 to 2019 and transferred the same to other companies exclusively owned by them and they unauthorisedly received in excess ` 4,25,00,000/- as salary. It is further alleged that when the de facto complainant and other shareholders filed company petitions at the National Company Law Tribunal (for short “NCLT”) challenging the above said misdeeds of the petitioners, they fabricated minutes and attendance registers of the Annual General Meetings of the Companies and produced the same as originals at the NCLT.

4. The petitioners moved an application for pre arrest bail at the Additional Sessions Court-VIII, Ernakulam as

Crl.M.C.1927/2021. It was dismissed as per order dated

20/09/2021.

5. I have heard Sri.B.G.Hareendranath, the learned counsel for the petitioners, Sri.Sukumar Ninan Oommen, the learned counsel for the 3 rd respondent and Sri.M.P .Prasanth, the learned Public Prosecutor. I have perused the case records as well as the statement of facts filed by the Investigating Officer and the objection statement filed by the 3 rd respondent.

6. The learned counsel for the petitioners submitted that the petitioners are absolutely innocent and they have been falsely implicated in the case. The counsel further submitted that there are no materials to connect the petitioners with the alleged crime and hence they are entitled to get anticipatory bail. The counsel also submitted that the 3 rd respondent and other shareholders have already approached the NCLT by filing separate claim petitions with the same allegations and some of them were already disposed of. Placing reliance on Sections 210 to 213 and 439 of the Companies Act, 2013, the learned counsel submitted that the local police have no jurisdiction to register the crime and conduct the investigation. The learned counsel relied on a decision of the Apex Court in Jeewan Kumar Raut and Another v. Central Bureau of Investigation [(2009) 7 SCC

526] and a decision of the Madras High Court in Doraisamy and Another v. State rep. By Inspector of Police and Another

(2019 SCC Online Mad.1354) in support of his said submission. The counsel further submitted that the mandate of Sections 195 and 340 of Cr.P .C which deals with how to prosecute offences, inter alia , relating to documents given in evidence, are not followed. The police conducted search at the office premises of the petitioners and seized the entire documents and, as such, their custodial interrogation is not necessary, added the learned counsel.

7. The learned counsel for the 3 rd respondent, on the other hand, contended that there are prima facie materials on record to show that the petitioners have siphoned out `6 0 crores through related party tra