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TMI Blog2021 (1) TMI 117X X X X Extracts X X X X X X X X Extracts X X X X ..... anjeev Bhatia and Anup Nargas approached her and her husband. They asked them to invest in the Company namely YAR GUN ENTERPRISES PRIVATE LIMITED (YEPL) which is a logistic company dealing with the storage of frozen meat for the supply to Army Command Stations. The accused also told that the other firm namely MEDIAIDS provides for cold rooms for YEPL. The accused allured the complainant and her husband by projecting that they would receive 12% return on the investment on monthly basis. They also promised that the complainant would be made one of the Directors in the said Company. The accused also increased the rate of shares of YEPL from Rs. 10 per share to Rs. 55 per share as per projection report i.e. Valuation certificate dated 21.02.2017 allegedly issued by Kamini Sehgal, CA. On the basis of aforesaid assurance, a written Memorandum of Understanding (MOU) was executed on 21.05.2017 between the accused, complainant and other investors. The complainant invested a sum of Rs. 50 lakhs in YEPL. [3]. In nutshell, the allegations against the accused are that they have embezzled an amount of Rs. 344.57 lakhs and on the basis of forged valuation certificate allegedly issued by Kamini S ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... [5]. Learned Senior counsel further submitted that signature of Kamini Sehgal, CA if compared from documents viz. her statement dated 28.09.2020 made before the Inquiry Officer (EOW), Sector 17, Chandigarh, Annexure P-17 i.e. Independent Auditors' Report dated 10.09.2016 and Annexure P-2 i.e. Valuation Certificate, then these documents would provide the same pattern of signatures. The MOU is based on certain documents. The valuation of the Company share was assessed by the Chartered Accountant and the same was accepted after due discussion at Rs. 55 per share i.e. Rs. 10 per share having a premium of Rs. 45 per share. The MOU is dated 21.05.2017, whereas the statement of Kamini Sehgal, CA was recorded only on 28.09.2020. The Chartered Accountant was duly paid by the Company for the valuation. Professional fee for valuation report was duly paid by the Company itself through Company Secretary Virender Sharma. [6]. Learned Senior counsel further submitted that if the valuation report was forged, then the petitioner would not have paid the Chartered Accountant for the valuation report on 01.03.2018. The petitioner has also prayed before the NCLT for the appointment of the Auditor ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nd Sales Account, Sales projection etc. which ultimately resulted in share price valuation. In the absence of any pointed suspicion with regard to other financial documents, no such allegation of forgery in respect of valuation certificate can be made. [10]. Learned Senior counsel further submitted that some other complaints have also been filed against the petitioner i.e. by other shareholders namely Ms. Navnika Puri w/o Brigadier Gian Puri and Mrs. Supreeti Binda w/o Colonel P.S. Bindra after registration of present FIR. The aforesaid complainants are also respondents in NCLT petition and now they have filed the complaints as a counter-blast to the NCLT petition. Husband of Ms. Navnkia Puri and Mrs. Supreeti Bindra are the Directors in the Company against whom NCLT petition has been filed. On 17.10.2019, the husband of the complainant was added as a new Director to the Board of Company at the instance of the complainant herself. Ms. Navnika Puri was also re-appointed as Director on the Board of the Company after her initial resignation on 13.12.2017. Husband of the complainant unilaterally conducted an audit of the accounts of the Company, contrary to the provisions of the Compa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... any. The parties at Sr. Nos.4 to 13 are shown to have agreed to bring fresh investors and these parties shall be allocated shares in the manner as depicted in para no.3 of the MOU. Rs. 39,314,000.00 is the amount which was invested by the new investors and no investor has received anything till date. [15]. Learned Public Prosecutor further referred to the decision to induct Adarsh Manocha to be Head, HR & IT and the remuneration for active participation in the operation of business is Rs. 50,000/-. The amount invested is shown to be Rs. 50 lakhs and return at the rate of 1% of the invested amount is Rs. 50,000/- per month. The return @ 12% on total investment from the date of investment was decided to be paid on monthly basis. It was decided to be paid from July 2017 onwards subject to availability of funds and payments of arrears from the date of investment till June 2017 were to be paid after October 2017 on monthly basis. The mode of payment of such return was to be decided mutually by the shareholders. This was not permitted in the eyes of law and should not have been put on record. It was so observed in para No.12 of the MOU. There was no resolution of the Company for Charter ..... X X X X Extracts X X X X X X X X Extracts X X X X
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