Play Games 24X7 Private Limited vs State Of Karnataka on 2 June, 2025

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Karnataka High Court

Play Games 24X7 Private Limited vs State Of Karnataka on 2 June, 2025

Bench: S.R.Krishna Kumar

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C/W WP No. 10106 of 2024

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IN THE HIGH COURT OF KARNATAKA AT BENGALURU

DATED THIS THE 2ND DAY OF JUNE, 2025

BEFORE
THE HON'BLE MR JUSTICE S.R.KRISHNA KUMAR
R
WRIT PETITION NO. 10554 OF 2024 (GM-RES)
C/W
WRIT PETITION NO. 10106 OF 2024 (GM-RES)

IN WP No. 10554/2024

BETWEEN:

1. MR. TRIVIKRAMAN THAMPY
S/O SHREEKUMAR THAMPY
AGED ABOUT 48 YEARS
WORKING FOR GAINS AS THE DIRECTOR
AT PLAY GAMES 24 X7 PRIVATE LIMITED
HAVING ITS REGISTERED OFFICE AT
5TH FLOOR, CENTRAL WING(B)
TOWER-4, NESCO IT PARK
WESTERN EXPRESS HIGHWAY
GOREGAON(E), MUMBAI-400063
MAHARASHTRA.

2. MR BHAVIN PANDYA
Digitally S/O MR KAUSHIK PANDYA
signed by
CHANDANA AGED ABOUT 42 YEARS
BM WORKING FOR GAIN AS THE DIRECTOR
Location: AT PLAY GAMES 24X7 PRIVATE LIMITED
High Court
of Karnataka HAVING ITS REGISTERED OFFICE AT 5TH FLOOR,
CENTRAL WING(B), TOWER-4, NESCO IT PARK
WESTERN EXPRESS HIGHWAY,
GOREGAON(E), MUMBAI-400063
MAHARASHTRA
REPRESENTED BY HIS DULY CONSTITUTED
ATTORNEY MR SAMEER CHUGH
AGED ABOUT 49 YEARS
S/O MR ROMESH CHUGH
...PETITIONERS
(BY SRI. C.V.NAGESH, SENIOR ADVOCATE FOR
SRI. MANU PRABHAKAR KULKARNI,
SRI. ABILASH, ADVOCATES)
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AND:

1. STATE OF KARNATAKA
REPRESENTED BY POLICE INSPECTOR
BANASWADI POLICE STATION
BENGALURU-560 043.

2. MR PRABHU VIJAYAKUMAR
S/O MR VIJAYAKUMAR
AGED ABOUT 47 YEARS
R/A NO.418, 5TH 'B' MAIN
HRBR LAYOUT, 2ND BLOCK
KALYAN NAGAR
BENGALURU-560 043
...RESPONDENTS
(BY SRI. THEJESH.P, HCGP FOR R-1
SMT. AVANI CHOKSHI AND SMT. SHILPA PRASAD, ADVs.FOR R-2)

THIS W.P IS FILED UNDER ARTICLE 226 OF THE CONSTITUTION
OF INDIA PRAYING TO R/W SECTION 482 OF THE CPC,PRAYING TO
DIRECT QUASH FIR IN CRIME NO. 97/2024 DTD 07.02.2024 REGISTERED
BY R-1 POLICE UNDER SECTIONS 406, 420, 504, 506, 120B, 34 IPC, 1860
AS AGAINST THE PETITIONERS (AT ANNEXURE-A) AND ETC.
IN W.P.NO. 10106/2024

BETWEEN:

1. PLAY GAMES 24X7 PRIVATE LIMITED
A COMPANY WITHIN THE MEANING OF
COMPANIES ACT 2013
HAVING ITS REGISTERED OFFICE AT
5TH FLOOR, CETNRALWING (B) TOWER 4
NESCO IT PARK, WESTERN EXPRESS
HIGHWAY GOREGAON (E), MUMBAI 400 063
MAHARASTRA

HAVING ITS OFFICE AT: ZONASHA IT BUILDING
7TH FLOOR. OUTER RING ROAD
MAHADEVAUPRA
BENGALURU 560048

REPRESENTED BY ITS AUTHORISED SIGNATORY
AND CHIEF LEGAL OFFICER
MR SAMEE CHUG
AGED ABOUT 49 YEARS
SON OF ROMESH CHUGH.
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2. MR. SAMEER CHUGH S/O MR ROMESH CHUGH.
AGED ABOUT 49 YEARS
RESIDING AT: B102, THE PALM SPRINGS
GOLF COURSE ROAD
SECTOR 54, GURAGOAN 122002
HARYANA.

3. MR VIKRANT GOYAL S/O LATE HARI KRISHNAGOYAL
AGED ABOUT 46 YEARS
WORKING FOR GAIN AT
ZONASHA IT BUILDING
7TH FLOOR, OUTER RING ROAD
MAHADEVAPURA
BENGALURU - 560 048
...PETITIONERS
(BY SRI. C.V.NAGESH, SENIOR ADVOCATE FOR
SRI. MANU PRABHAKAR KULKARNI, AND
SRI. ABHILASH, ADVOCATES)

AND:

1. STATE OF KARNATAKA
REPRESENTED BY
POLICE INSPECTOR
BANASWAI POLICE STATION
BENGALURU 560 043.

2. MR PRABHU VIJAYKUMAR
AGED ABOUT 47 YEARS
SON OF MR VIJAYAKUMAR
RESIDING AT: NO 418
5TH 'B' MAIN, HRBR LAYOUT
2ND BLOCK, KALYAN NAGAR
BENGALURU - 560 043.
...RESPONDENTS
(BY SRI. THEJESH.P, HCGP FOR R-1
SMT. AVANI CHOKSHI, AND
SMT. SHILPA PRASAD, ADVOCATES FOR R-2)

THIS W.P IS FILED UNDER ARTICLE 226 OF THE CONSTITUTION
OF INDIA R/W SECTION 482 OF THE CPC, PRAYING TO QUASH FIR IN
CRIME NO. 97 OF 2024 DATED 7.2.24 REGISTERED BY R1 POLICE UNDER
SECTIONS 406, 420,504,506,120B, 34 IPC, 1860 AS AGAINST THE
PETITIONER (AT ANNEXURE-A) AND ETC.

THESE PETITIONS ARE BEING HEARD AND RESERVED ON
18.02.2025 COMING ON FOR PRONOUNCEMENT OF ORDERS THIS DAY,
THE COURT MADE THE FOLLOWING:-
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CORAM: HON'BLE MR JUSTICE S.R.KRISHNA KUMAR

CAV ORDER

In these petitions, petitioners seek quashing of the impugned

proceedings arising out of FIR in Crime No.97/2024 dated

07.02.2024 registered by the 1st respondent - Police, pursuant to a

complaint dated 06.02.2024 filed by the 2nd respondent - de facto

complainant for offences punishable under Sections 406, 420, 504,

506, 120-B r/w Section 34 IPC and for other reliefs.

2. W.P.No.10106/2024 is preferred by accused Nos.1, 2 and

5, while W.P.No.10554/2024 is preferred by accused Nos.3 and 4

respectively. Since common questions of law and fact arise for

consideration in the present petitions, they are taken up together

for consideration and disposed of by this common order.

3. The material on record discloses that the 2nd respondent -

de-facto complainant joined the petitioner - company on

06.08.2018 and continued to work there till 17.10.2023 when he

resigned from the company. On 17.11.2023, the petitioner -

company transferred a sum of Rs.20,54,029/- to the 2nd respondent

after deducting a sum Rs.6,37,200/-. Subsequently, on 29.11.2023,
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petitioner once again transferred a sum of Rs.20,54,029/- in favour

of 2nd respondent. Thereafter, there was correspondence between

the petitioners and 2nd respondent - complainant and a dispute in

relation to alleged dues payable by the petitioners to the 2nd

respondent or alleged to be refunded back to the petitioners by the

2nd respondent arose between the parties and on 06.02.2024, 2nd

respondent - complainant filed the impugned complaint which was

registered as an FIR in Crime No.97/2024 against the petitioners -

accused Nos. 1 to 5, who are before this Court by way of the

present petitions.

4. Heard learned Senior counsel for the petitioners and

learned HCGP for the 1st respondent - State as well as learned

counsel for the 2nd respondent and perused the material on record.

5. In addition to reiterating the various contentions urged in

the petition and referring to the material on record, learned Senior

counsel for the petitioners invited my attention to the impugned

complaint and FIR in order to point out that the same did not

disclose commission of the alleged offences by the petitioners. It

was submitted that the allegations made in the complaint gave rise

to a purely a civil / financial / monetary dispute between the parties,
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which was illegally sought to be given a criminal colour/ flavour by

the 2nd respondent - complainant and as such, the impugned

proceedings deserve to be quashed.

6. Per contra, learned HCGP for the 1st respondent - State

as well as learned counsel for 2nd respondent - complainant would

reiterate the various contentions urged in the statement of

objections and submit that there is no merit in the petitions and that

the same are liable to be dismissed. In support of her contentions,

learned counsel for the 2nd respondent placed reliance upon the

following judgments:-

(i) State of Haryana and Ors vs. Bhajan Lal and Ors -
(1992) Supp(1) SCC 335);
(ii) Trisuns Chemical Industry v Rajesh Agarwal and
Ors - (1999) 8 SCC 686 ;
(iii) V. Ravi Kumar vs. State by Tamilnadu - (2019) 14
SCC 568;
(iv) Neeharika Infrastructure Pvt. Ltd. v State of
Maharashtra and Ors - (2021) 19 SCC 401;
(v) Priti Saraf and Anr vs. State - (2021) 16 SCC 142;
(vi) Jitul Jentilal Kotecha v State of Gujarat - (2022) 13
SCC 652;
(vii) Salib @Shalu@Salim v State of UP and Ors - 2023
Online SC 947;
(viii) Divvijaysinh Himmasingh Jadeja v State of
Gujarat Ors. - 2023 SCC Online SC 1610;
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(ix) State of Madhya Pradesh v Shilpa Jain and Ors -
2024SCC Online SC 507;

7. I have given my anxious consideration to the rival

contentions and perused the material on record.

8. A perusal of the material on record will indicate that it is

an undisputed fact that the 2nd respondent - complainant joined

accused No.5 - company on 06.08.2018. The 2nd respondent is

said to have resigned from the company vide resignation letter /

email dated 19.10.2023. In pursuance of the same, the petitioners

issued a reply vide email dated 23.10.2023 accepting the

resignation submitted by the 2nd respondent. On 03.11.2023 and

07.11.2023, the 2nd respondent addressed e-mails to the

petitioners putting forth various allegations, claims and contentions,

to which the petitioner - Company's representative issued a reply

dated 09.11.2023 answering the queries of the 2nd respondent.

9. Thereafter, on 17.11.2023, the company transferred

Rs.20,54,029/- in favour of 2nd respondent after deducting

Rs.6,37,200/- towards club membership charges. Further, on

29.11.2023, the company once again transferred Rs.20,54,029/- in

favour of the 2nd respondent, pursuant to which, there was no
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correspondence between the parties up to 22.12.2023, when the

petitioners issued an e-mail to the 2nd respondent seeking return of

the inadvertently transferred amount of Rs.20,54,029/- by the

petitioners to him on 29.11.2023 as stated supra. Respondent

No.2 issued a reply viz., e-mail dated 23.12.2023 disputing the

claim of the petitioners and in addition thereto, he called upon the

petitioners to pay a sum of Rs.6,37,200/- alleged to be withheld by

them from the 2nd respondent. The petitioners once again

addressed an e-mail dated 05.01.2024 reiterating its claim for

return of Rs.20,54,029/- inadvertently transferred by them on

29.11.2023 to the 2nd respondent, to which he issues a reply via e-

mail once again denying the claim and continues to seek recovery

of Rs.6,37,200/- from the petitioners. Subsequently, petitioners

issued a reply dated 30.01.2024 denying the allegations made by

the 2nd respondent, who issues an e-mail dated 02.02.2024

requesting the petitioners to amicably resolve the matter.

Thereafter, 2nd respondent filed the impugned complaint on

06.02.2024, which is registered as an FIR in Crime No.97/2024

dated 07.02.2024, which are assailed in the present petitions.
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10. A perusal of the aforesaid facts and circumstances will

clearly indicate that the dispute between the petitioners and the 2nd

respondent is essentially, predominantly and overwhelmingly a

civil/monetary/financial dispute in relation to claims and counter

claims made by each other in relation to monies

payable/refundable as alleged by both parties. In this context, it

would be relevant to extract the complaint dated 06.02.2024 filed

by respondent No.2 as under:

Date: 6 February 2024

From,

Prabhu Vijaykumar,
th nd
No.418, 5 B main, HRBR 2 Block,
Bangalore-560 043
Email: [email protected]
Mobile No.9743868844

To,

The Station House Officer,
Banaswadi Police Station,
Bangalore.

Subject: COMPLAINT OF CRIMINAL BREACH OF TRUST,
CHETING, FRAUD, CRIMINAL CONSPIRACY, CRIMINAL
INTIMIDATION, AGAINST
1. SAMEER CHUGH
2.VIKRANT GOYAL,
3. PLAY GAMES 24X7 PRIVATE LIMITED MANAGEMENT
4. OWNERS TRIVIKRAMAN & BHAVIN
AND TO FREEZE BANK ACCOUNTS FOR HOLDING THE
DUES TOWARDS SALARY/FULL AND FINAL SETTLEMENT OF
RS.6,37,200/- AND ESOPS.

At the outset, I bring the following facts and circumstances
for your kind attention and necessary action:
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That, Play Games 24x7 Pvt Limited, (company) is having its
head office in Mumbai and branch office at Zonasha IT buildings,
Mahadevapura, Bangalore. This company offers online cards games
rummy and fantasy sports to general public under ITES category.

I joined the company in August 2018, since my joining I was
prompt and demonstrated high performance. In recognition of my
performance, I was given annual increment and bonus regularly till
2021.

In addition to the annual increment and bonus, company also
has the policy of giving ESOPs (stock options) to high performers as
a retention plan so that best performers are rewarded additionally to
retain high performers for long time. Likewise, I was also granted
24,673 ESOPs which would vest over a period of time. Copy of the
equity letter for grant of ESOP is enclosed as ANNEXURE A.

Subsequently, company's management suggested me to
concentrate more on external management in addition to core legal
function of contract management, litigation and IPR since there was
an increase in cyber frauds, police enquiries, police notices, follow up
from enforcement, suicides etc., as a result of huge loss in gambling
by playing rummy on company platform. Due to the change in role
with added responsibilities and risks associated, I was asked to take
club membership at 3 Clubs each in Bangalore and Mumbai, take
armed personal security, arms license and fire arms, by the
management. Accordingly, a club membership at HBCC Club in
Bangalore was provided in my name with a clear intention of the
company to escape from the liability and to distance itself from any
controversy that may arise during filing of red herring prospectus
while going for IPO for purported any undue influence/association
with the enforcement officer or public officer or otherwise. The costs
towards club membership at 3 Clubs each in Bangalore and Mumbai,
take armed personal security, arms license and fire arms was clearly
budgeted and approved by the management as a perquisite/OPEX
as the case may be, due to my risks associated in handling increased
number of suicides and personal life threat/attack by the players and
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or their relatives due to huge financial losses and suicides. The
payment to the club was made directly by the company in my name
after scrutiny and verification of the duly filled application form of the
club in my name. There was no pre-condition or any undertaking for
repayment from the me against the payment towards the club
membership as the same was duly discussed and budgeted and
approved for the FY 2021-22 by CEO, Trivikraman.

Subsequently, in July 2022 Sameer Chugh joined the
company to whom I had to report. He had several drawbacks and
limitations and, to suppress his lacune, he removed me from handling
hardcore legal work of drafting, litigation, IPR management and
confined me only to external management. There was difference of
opinion in furnishing information to police on Section 91, 102 notices,
etc. from various police stations across the country and cooperating
with investigation, as he was averse to furnishing the information
called by the police/enforcement and or to cooperate with
investigation. To suppress his shortcoming and to victimise me for
not falling in line of being non cooperative with police on various
investigations against the company among other things, he along
with Vikrant Goyal who is the HR head, were taunting me with
regional and personal remarks as Vikrant Goyal's ego was hurt when
I questioned him about, why was he agreeing and approving higher
rates to recruitment consultants against the industry rate of 8.33%
since he had vested interest in paying them higher. As a result of
which both Sameer and Vikrant connived with each other and
reduced my rating drastically showing their arbitrariness and
highhanded ness such that I am shown in poor light as an under
performer in 2022-23. For the first time in the last 5 years of my
joining the company I was denied bonus and increment. On the
hindside, in lieu of the payment made to the club, my bonus was
denied as a result of their foul play and connivance of Sameer and
Vikrant. On the contrary, they called me informed to increase the
rating of others so that they get bonus and finally forced me to resign.
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On 17 October 2023, citing reasons as cost pressure and
GST issues, I was forced to resign by the above-named persons. My
resignation was accepted immediately as the same was a forced
resignation on regional and linguistic biases being a Kannadiga and
south Indian in addition to other ancillary reasons stated above.
Though there was a notice period of 3 months and I was willing to
serve the notice period, the above-named persons Sameer Chugh
and Vikrant Goyal blocked my access to laptop and emails and sent
me a communication on 23 October 2023 that my last date will be 23
October 2023 while acknowledging my resignation with instructions
to return the laptop, ID card and visiting card. Accordingly, I had
returned all the assets of the company and sent an email on 3
November 2023 highlighting all the illegal demands from Sameer and
Vikrant along with audio clip (of instructions from Puneet Raheja who
reports to Vikrant) instructing me to increase the rating of others
while reducing my ratings. Copies of the communication from the
company dated 23 October 2023 and my email on 30 November
2023 for returning the assets of the company are enclosed as
Annexure-B & C respectively.

Subsequently, after due satisfaction of handover formalities
by me, the company issued a relieving letter dated 23 October 2023
clearly mentioning that there are no dues from me. Copy of the said
relieving letter dated 23 October 2023 is enclosed as ANNEXURE D.

I have been following up for the balance payment of
Rs.6,37,200/-, the above-named persons cunningly closed the matter
by an email dated 28 November 2023 without clarifying the dues for
Rs.6,37,200/- and ESOPs, stating that they will not respond to me
any further without responding on short payment of my legal dues.
Copy of the said email dated 28 November 2023 with the subject
"Comprehensive Documentation for Full and Final Settlement" is
enclosed as ANNEXURE F.

Subsequently, the next day i.e., 29 November 2023 on, they
had transferred additional amount and blocked the same from Bank
as lien but continued to followed up with me to return the same. They
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hand transferred the money and blocked the same from me using the
same and also demanding me to refund. Only during this follow up is
when they opened up the communication, they had for the first time
informed that the short payment was towards the club membership
fees. It is important to note that, from the date of payment in June
2022 directly to the club till the closure mail on 28 November 2023
despite my repeated follow up, they did not inform me anything about
the claims towards the same. There was no undertaking from me for
the repaying nor was there any condition while approving the
payment or even making the payment to the club. The application
form was filled with clear details on whose name the membership is
taken and post scrutiny of the same and approval payment was
made to the club directly by the company without any condition. Now
they are taking a contention of misrepresentation to harass me,
where is the question of misrepresentation when the company had
already scrutinised the duly filled application form. Thad to send
several emails/replies to them to pay me my dues which are illegally
with held without any undertaking or declaration or indemnity for
repayment simultaneously showing my willingness to refund any
excess payment if any which is free from any encumbrance.

The company has a process of securing the payment by
taking an undertaking/indemnity from the employee to whom they
extend any loan, financial assistance, sponsorship even if payments
are made to third party directly. Other employees who have been
given undertaking including me while taking sponsorship for payment
made to third party include Girijesh Jha, Venkat Shailendra, Varchav
Yagnik, etc. No such undertaking or declaration or consent for was
repayment given by me to the company for payment made towards
the club membership as the same was a perquisite. Copies of the
indemnity bond signed by me and Venkat Shailendra for
sponsorship/payment made to third party in other instances is
enclosed as ANNEXURE G & H respectively

Finally, at the instance of the above-named culprits Sameer
and Vikrant Goyal, they have sent an email on 30 January 2024 with
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a threat to engage external recovery agents to recover the money
from me which they have already blocked. Copy of the threat email
dated 30 January 2024 in which they are confirming to have blocked
the money deposited in my bank is attached as ANNEXURE I.

I have patiently followed up and waited for amicable
settlement since my resignation in 17 October 2023 but the above
name culprits Sameer Chugh and Vikrant Goyal have continued to
harass me in addition to coercive resignation and threatening to
engage recovery agents by their email dated 30 January 2024. As a
responsible person, I had also forwarded the said email highlighting
the threat by Sameer Chugh and Virant Goyal to the management of
the company / CEOs Trivikraman and Bhavin Pandya for their
intervention and resolution which has not elicited any response. Copy
of my email dated 2 February 2024 sent to management/owners of
Play Games24x7, Trivikraman and Bhavin seeking their intervention
and resolution is enclosed as ANNEXURE 1. Hence this complaint to
protect my rights and interests.

The threat mail dated 30 January 2024 by Sameer Chugh
and Vikant Goyal for coercive action in engaging the recovery agents
(ANNEXURE I), silence of owners of company Trivikraman and
Bhavin to my email dated 2 February 2024 despite my request for
intervention (ANNEXURE J) has triggered me to take up this
complaint.

I have been regularly following up with the said Sameer and
Vikrant requesting them to settle my dues (salary dues and ESOPs).
Whenever, I called them, both of them have threatened to kill me and
abused me personally with bad language using b****** and will come
to my home and kick and break the limbs if I ask for the dues and will
engage anti-social elements to finish me. My life is under danger in
addition to the harassment from the above persons from paying my
entitlements.

I shall furnish more details about other irregularities and
information in the course of investigation.
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Under the circumstances, request you to register my
complaint for offences mentioned above, take action against the
above-named persons, investigate the matter and bring them to book
while freezing the HDFC bank account no. 01452000014736 with
Borivali west Hamunda circle branch, Mumbai and Axis bank a/c no.
923020011256210 to the extent of salary dues, and ESOPS.

Thank you,
Yours faithfully,

11. A bare/plain perusal of the impugned complaint will

indicate that except making a passing reference to accused No.3 -

Trivikraman and accused No.4 - Bhavin Pandya (petitioners in

W.P.No.10554/2024), there are absolutely no allegations

whatsoever made against them to incriminate the said petitioners

for commission of the alleged offences and consequently,

continuation of the impugned proceedings qua the said petitioners

would amount to abuse of process of law warranting interference in

the present petition in W.P.No.10554/2024, which deserves to be

allowed and the impugned proceedings qua the petitioners therein

deserves to be quashed.

12. In so far as the accused Nos.1, 2 and 5, who are the

petitioners in W.P.No.10106/2024 are concerned, except making

bald, vague, general and omnibus allegations, the said allegations

extracted supra, clearly do not disclose the commission of the
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alleged offences as contended by the 2nd respondent; in this

regard, the material on record discloses that there is a serious

dispute as regards the sum of Rs.6,37,200/- withheld by the

petitioners while settling the payments due to the 2nd respondent

upon his resignation; while petitioners contend that they were

entitled to withhold the said amount, which had been paid by them

for the purpose of the 2nd respondent obtaining membership in

HBCC Club and that since the 2nd respondent had not surrendered

the club membership even after his resignation and continued to

remain a member thereof even thereafter, thereby availing all

benefits arising out of the said club membership, they were entitled

to withhold the said amount, the 2nd respondent denies the said

contention and specifically contends that the petitioners were not

entitled to withhold the said amount of Rs.6,37,200/-, which was

liable to be paid by them to him as claimed and demanded by him

in the email correspondence referred to supra; it follows therefrom

that the said dispute which has been referred to in detail in the

complaint would not disclose the commission of the alleged

offences by the petitioners and instead, the allegations made by

the 2nd respondent in this regard would clearly partake the nature,
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character, colour and flavour of a civil dispute, which is sought to

be converted into a criminal dispute by the 2nd respondent, which is

impermissible in law.

13. A perusal of the material on record will also indicate that

while on one hand, the petitioners contend that in addition to

Rs.20,54,029/- transferred by them in favour of the 2nd respondent

on 17.11.2023 after deducting Rs.6,37,200/- towards club

membership charges, petitioners once again transferred an

additional sum of Rs.20,54,029/- in favour of the 2nd respondent on

29.11.2023, due to oversight and inadvertence and that the same

was liable to be refunded back to the petitioners. On the other

hand, the 2nd respondent would dispute the said claim of the

petitioners and instead contend that he was entitled to retain the

said amount, which belonged to him and was not liable to

refund/repay the said amount back to the petitioners as claimed by

them; even this dispute regarding payment/refund of

Rs.20,54,029/- by the petitioners to the 2nd respondent on

29.11.2022 is essentially, predominantly and overwhelmingly a

civil/monetary/financial dispute, which is sought to be given a

criminal colour / flavour by the 2nd respondent, which is
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impermissible in law, especially in the light of several email

correspondence between the parties in this regard prior to the

impugned complaint / FIR, which contain allegations and counter-

allegations made by both parties against each other in relation to

the said amounts and on this score also, the impugned

proceedings qua all accused persons deserve to be quashed.

14. In the above context, it would be apposite to refer to the

correspondence between the petitioners and the 2nd respondent

prior to 06.02.2024, when the impugned complaint was filed by

him, which is as under:

Annexure-20
Subject: Mail for Prabhu
From: HR ops <[email protected]> on Mon, 23 Oct 2023
15:00:24 To: V v <[email protected]>

Cc: Vikrant Goyal <[email protected]>, Puneett
Raheja <[email protected]>

Mr. Prabhu Vijaykumar,

We are in receipt of your resignation dated October 17th (both
by mail and in the system). We would like to inform you that your
resignation has been accepted in the system and also vide this
mail/letter. Please note that we are relieving you of your duties
with immediate effect. Your recorded last day of employment with
the Company will be 23rd of October, 2023.

HC-KAR

You will also be paid any other dues arising out of leave
encashment or other terms based on your employment. Please
note that your Full and Final Settlement with all the dues to be
paid out will be subject to your handing over all the company
assets (computer/Identity card, visiting cards, etc.) at the
respective office. We would request you to visit the office and
submit the assets with the relevant HR and IT folks.

Please note that you are bound by the terms of the Non-
Disclosure Agreement dated 6th August 2018 executed between
you and the Company and we request you to take note of the
same.
Thank you, HROps Team

Annexure-21

Subject: Re: Mail for Prabhu

From: prabhu v<[email protected]> on Fri, 03 Nov 2023
02:07:52 To: "HR ops"<[email protected]>

Cc: "Vikrant Goyal"<[email protected]>,"Puneett
Raheja"

<[email protected]>,"trivikraman.thampy@game
s24x7.com"<[email protected]>

1 attachment(s) - 3_Apr 1.36_pm puneet_team_rating.aac
(5.05MB)

+thampy, bhavin Thanks.

However, I would like to bring the following facts and
circumstances of my forced resignation to victimize me with
prejudice and conspiracy

I joined the Play Games24x7 Pvt Ltd (Company) as Head of
Legal, to handle contracts, litigation and IPR, on 6 August 2018.
At the time of joining, I had signed the appointment letter only.

I was appointed after due satisfaction of the Company purely on
merit post several rounds of interview and successful
demonstration of my strong knowledge and skills on case study
analysis of various high court and supreme court judgments.
- 20 -
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C/W WP No. 10106 of 2024

HC-KAR

Company has the process of annual assessment and appraisal
of performance for the April to next March every year. The
appraisal used to be done by the manager and manager's
manger, the CEO and the final ratings are decided. Since my
appointment till March 2022, my performance was excellent with
high ratings. In recognition of my performance, commitment,
integrity and deliverables, I was regularly awarded bonus,
increment, promotion, esops, etc. to retain the talent.

Till July/August - 2022, I continued to handle contracts, litigation
and IPR along with enforcement Sameer Chugh joined in August
- 2022. He had several short comings and poor skills. Solely to
suppress his short coming, he began to show me in poor light
eventually victimise, humiliate and harass me eventually, he had
stripped me from my core skills of contract management,
litigation and IPR, and confined me with the assignment of
handling enforcement, which I was not qualified nor was it my
core skills. In the interest of the Company, I continued with the
assignment and despite my best effort he had regularly
humiliated and harassed me complaining about incompetency.

Such being the case, in April 2023, he (Sameer) had rated me
poorly against my self-rating to victimise me such that I don't get
any bonus or increment and instructed me through HR to
increase / improve the ratings of others while rating me lower
than 3. Conversation (on 3 April 2023 @ 1.36 pm) of instructions
to improve the ratings of others is attached here for immediate
reference. I had also written an email to him seeking clarification
on my ratings and victimisation with copy to ceos which did not
elicit any response from none. This resulted in victimising me by
conspiracy of Sameer in connivance with HR.

I continued to focus on my work as per the guidance and
instructions of Sameer despite which he continued to humiliate
me with personal remarks comments and abuses on me, my
bring up, regional comments, my background and community.
Since HR was hand in glove with Sameer as per the
conversation attached and higher ups remained mute to my
email I did not raise this issue anticipating nothing change with a
belief that there is some weakness exposed to Sameer and
therefore their hands are tied. As a result of which, I was not
given increment and appraisal for the first time eversince my
joining.

In addition to the above, I was subjected to further humiliation
and victimisation by Sameer by constantly taunting me of
incompetency and inability to deliver for his illegal and
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HC-KAR

impossible demand and targets viz.,

• BANK FREEZE BY TRICHY CYBER POLICE MATTER : He
(Sameer) alleged me of failure to influence the SP in defreezing
Company account and further alleged me of failure to get the
Addl. SP and Inspector fired from their jobs for freezing the
Company's axis bank account and abusing the above officials
using profanity which was overheard by officers.

• CID NOTICE ON CRYPOTO CURRENCY AND HACKING
SCAM MATTER : He (Sameer) alleged me of incompetency to
influence the investigation before CID from investigating the
matter and not subject the Company or its officials in
investigation or interrogation. Again, in this matter while I was
sitting before a senior IPS officer he had abused the senior
officers of police department using profanity which was also
overheard by them.

• SARVESH ANAND CASE : He (Sameer) alleged me of
incompetency to fix and frame Sarvesh Anand in a false case for
data theft/ source code theft and get his house searched without
out the process of law and search warrant, post his resignation
to avenge him, who had resigned due victimisation and not
giving him fair rating during appraisal and humiliation by his
manager. This was subsequent to humiliating him by show
cause notice, disciplinary proceedings, etc.

• INFORMATION TO TAMIL NADU CBCID ON SEVERAL
SUICIDES : He (Sameer) alleged me of incompetence when I
recommended to furnish details sought by various CBCID police
from Vellore, Coimbatore, Tirupur, etc. who were investigation
suicides of players registered on the Company's platform
purported to have been addicted to gambling and committed
suicide as result of loss due to gambling.

• GARIMA SURI WRONG TDS DECUCTION CASE : He
(Sameer) alleged me of incompetence in not getting the FIR
registered when CEN police in Bangalore informed us that they
cannot register the same due to technical reasons.

• ALLEGATION OF INTELLIGENCE FAILURE ON BANK
ACCOUNT FREEZING BY TRICHY POLICE

• ALLEGATION OF INTELLIGENCE FAILURE ON change of
rooster at Madurai bench at Madras High court at Madurai from
Justice Nagarjuna to Justice Illangovan claiming that he knew
Justice Nagarjuna and can get a favourable order in one hour
while Justice Illangovan was adverse to gambling and rummy
- 22 -
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C/W WP No. 10106 of 2024

HC-KAR

• ALLEGATION OF INTELLIGENCE FAILURE ON
BANGALORE CID NOTICE to company in Cr. No.153 / 2020 in
the multi-crore cryptocurrency / bitcoins investigation

• ALLEGATION OF INTELLIGENCE FAILURE ON VISIT BY
GST AUTHORITIES at Bangalore office

These are recent few instances of illegal and impossible targets
set as benchmark for my competency. A detailed list of several
other instances shall be shared with appropriate time.

− on 16 October 2023, he (Sameer) forced to resign on the ground
of GST impact and cost pressures, failing which I was
threatened with face the consequences. He informed that Vikrant
had a big roll in getting me out. Thus, the claims of Sameer
about Vikrant's role and call conversation attached clearly
demonstrates the connivance of each other. I asked for one
weeks' time to revert but was denied any time citing Thampy has
given a mandate to close my matter. Therefore, I was
constrained to resign on the wee hours of 17 October 2023,
which was accepted immediately.

− He (Sameer) called me on 18 October 2023 and again abused
on my upbringing, family and personal on community

− On 19 October 2023, Vikrant called me and informed that my
email access and computer is already blocked.

− On 21 October 2023 Saturday, Vikrant sent me a whatsapp
message : "Hey Prabhu, Sameer and I would like to meet you at
office tomorrow around 11am. Hope you can come. Following
that we would also like to meet Srinivas and Subhash around
11.30. Would you be able to inform them also as I don't have
their number"

I replied :

"Vikrant, I don't trust you guys as I was forced to exit which was
well planned by you guys. I cant even dream of trusting Sameer
particularly, he is a biggest lier I have ever known. He is also
biggest humiliator and manipulator.

When you guys :

i. cannot give me time of one week-10days to think but forced me
to act on the very same day on 16 October 2023 to resign.
Sameer informed me that you had a big role in it.
- 23 -
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C/W WP No. 10106 of 2024

HC-KAR

ii. Getting a replacement for me appointed and joining the same
day without any clue to me

iii. Upon me rendering my resignation on 17 October 2023
accepting it in no time demonstrates the desperation

iv. On 19 October 2023 @ around 8.40 am on whatsapp, you call
me and inform about blocking my access to emails, attendance,
etc. and instructing me to not come to office for 3 months' notice
period and notice period Salary will be remitted.

It is your regular practice to make allegations of data theft post
resignation to harass employees which you did recently with
Sarvesh Anand.
Enough of humiliation and sufferings that I have had. You guys
had victimised me in last appraisal too.
Is this the way you guys treat someone who honestly served the
Company for 5 plus years, risking my life while dealing with
several suicide cases, CID, etc. to safeguard the Company?
All things were well planned to victimse me. Therefore, I don't
trust anyone. However, I can meet or speak to someone who is
trustworthy and reliable."

Vikrant reply :

"Ok if you don't wish to meet. There is no one else to meet. We
shall perhaps then need to communicate on phone unless you
don't wish to do that"

- As regards the NDA, I don't recall signing any such thing on
any non-judicial stamp paper. Though not admitting, assuming
for a moment, if there is something the copy of the same was not
furnished to me at the time of appointment or thereafter along
with my appointment letter nor was it signed with my knowledge.
Having said that, knowing well about draft NDA which you were
using it for vendors the language of the same were arbitrary,
unfair and against the principles of natural justice. Even
otherwise, it is needless to say that the NDA cannot bind me to
exercise my rights, career progression, furnishing information to
law enforcement, regulatory assisting / co-operating with
investigation, to protect my interest, to seek justice, etc.

If I may ask, was there no NDA with those employees who left in
the past and joined the competitors or conveniently turned a
blind eye?? Following are a few names that comes to
immediately :
• Dharshan S. from HR dept joined MPL games
• Murali Yamsani joined Winzo games
- 24 -
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C/W WP No. 10106 of 2024

HC-KAR

• Shraddha Patiljoined joined Dream11 gaming company
• Himanshu Garg joined Junglee Games
• Joel Dsouza joined Junglee Games
• Abhishek Bharati joined Junglee Games

Have you enforced the NDA against them or there is no NDA at
all?
I have already handed over the Company assets - laptop and ID
card. Under the circumstances, you shall furnish the following
asap

• 17 days Salary for the month of October 2023
• 3 months' notice period full salary since I was ready and willing
to serve the notice period
• Full leave wages for the 2023
• Form 16 for 2023-24
• Gratuity
• 2.5 lacs of tax which is wrongly deposited by the company for the
period 2022-23 which is not reflected in my Form 16 but gave
me details about the remittance without reflecting my PAN
details to file my IT returns. Now, I have received a demand
notice from IT for short payment of the same.
• Esops
• Salary slips from Sept 2023 onwards
• Service certificate
• Relieving letter
• PF release letter
Regards,

From: HR ops <[email protected]>
Sent: Mon, 23 Oct 2023 15:00:24
To: V v <[email protected]>
Cc: Vikrant Goyal <[email protected]>,
Puneett Raheja <[email protected]>

Subject: Mail for Prabhu

Mr. Prabhu Vijaykumar,
We are in receipt of your resignation dated October 17th (both
by mail and in the system). We would like to inform you that your
resignation has been accepted in the system and also vide this
mail/letter. Please note that we are relieving you of your duties
with immediate effect. Your recorded last day of employment with
the Company will be 23rd of October, 2023.
- 25 -
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WP No. 10554 of 2024
C/W WP No. 10106 of 2024

HC-KAR

The company will pay you for the remaining of your notice period
as due from the date of your resignation. The notice period as
per your offer letter was of 3 months, and based on your
resignation date, you would be paid for the dues thus calculated.
You will also be paid any other dues arising out of leave
encashment or other terms based on your employment. Please
note that your Full and Final Settlement with all the dues to be
paid out will be subject to your handing over all the company
assets (computer/Identity card, visiting cards, etc.) at the
respective office. We would request you to visit the office and
submit the assets with the relevant HR and IT folks.

Please note that you are bound by the terms of the Non-
Disclosure Agreement dated 6th August 2018 executed between
you and the Company and we request you to take note of the
same.

Thank you,

HROps Team

Annexure-22

Subject: Prabhu F&F
From: Puneett Raheja <[email protected]> on Mon, 06
Nov 2023 22:18:14 To: [email protected]
Cc: Vikrant Goyal <[email protected]>, Anushka Tari
<[email protected]>, Vishal Patel
<[email protected]>

Hi Prabhu,

Trust you have received October salary & gratuity in
your account on 30-Oct itself. Please do check your
account and let us know if you have any questions.

I am listing down the status on each of the items
highlighted by you for better tracking. Also adding
Anushka & Vishal as they would help us with the F&F
process.

17 days Salary for the month of October 2023 -
Paid (for the entire October month) on 30-Oct
Gratuity - Paid on 30-Oct
- 26 -
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WP No. 10554 of 2024
C/W WP No. 10106 of 2024

HC-KAR

3 months' notice period full salary since I was ready
and willing to serve the notice period - Will be done
with F&F

Full leave wages for the 2023 - will be done with F&F

Form 16 for 2023-24 - Form 16 is generated in Jun/Jul
of next year; Provisional tax sheet for 2023-24 shall be
shared with you. I will direct our accounts team to share
it with you.
2.5 lacs of tax which is wrongly deposited by the
company for the period 2022-23 which is not reflected in
my Form 16 but gave me details about the remittance
without reflecting my PAN details to file my IT returns.
Now, I have received a demand notice from IT for short
payment of the same. - I understand our accounts team
(Bhushan Ingle / Vishal Patel) is already in touch with
you. Shall check the status and close the loop. Esops -
Will have your login credentials moved to your personal
ID (vprabhuv@ rediffmail.com). Shall confirm once done

Salary slips from Sept 2023 onwards - Will direct
accounts team to share with you. Service certificate -
This shall be shared post F&F.
Relieving letter - This shall be shared post F&F

PF release letter - Let me know what exactly is
needed. If the purpose if for you to withdraw or
transfer the PF, that activity has to be initiated by you.

Best Regards,
Puneett Raheja

Annexure-23

Subject: Re: Prabhu F&F
From: prabhu v<[email protected]> on Tue, 07 Nov 2023
19:43:01 To: "Puneett Raheja"<[email protected]>

Cc: "Vikrant Goyal"<[email protected]>,"Anushka
Tari"<[email protected]>,"Vishal Patel"

<[email protected]>
- 27 -
NC: 2025:KHC:18584
WP No. 10554 of 2024
C/W WP No. 10106 of 2024

HC-KAR

Noted.

My comments to your response in blue

• 17 days Salary for the month of October 2023 - Paid (for the
entire October month) on 30-Oct - have received some
payment. Furnish break up of the same
• Gratuity - Paid on 30-Oct - same as above
• 3 months' notice period full salary since I was ready and willing to
serve the notice period - Will be done with F&F - when is this
expected, I expect this to the done by this week since
nothing is pending
• Full leave wages for the 2023 - will be done with F&F - same as
above
• Form 16 for 2023-24 - Form 16 is generated in Jun/Jul of next
year; Provisional tax sheet for 2023-24 shall be shared with you.
I will direct our accounts team to share it with you.- same as
above
• 2.5 lacs of tax which is wrongly deposited by the company for the
period 2022-23 which is not reflected in my Form 16 but gave
me details about the remittance without reflecting my PAN
details to file my IT returns. Now, I have received a demand
notice from IT for short payment of the same. - I understand our
accounts team (Bhushan Ingle / Vishal Patel) is already in touch
with you. Shall check the status and close the loop. - This is
going on since June/July 2023 with lukewarm response
despite repeated follow up from me. Now, I have received a
demand notice for the IT department. This needs a
immediate resolution in a day or two. Either you (i) deposit
the tax demanded directly to the department along with
interest or (ii) furnish a fresh form 16 with correct remittance
before Thursday/Friday latest.
• Esops - Will have your login credentials moved to your personal
ID ([email protected]). Shall confirm once done - I would
prefer a buyback as done with Siddarth Banerjee, Sandeep
Agarwal, etc. and do a cash out to me.
• Salary slips from Sept 2023 onwards - Will direct accounts team
to share with you. I expect this to the done immediately
• Service certificate - This shall be shared post F&F. - I have
received this by email today though F&F is not done still.
Share the hard copies by courier.
• Relieving letter - This shall be shared post F&F - same as
above
• PF release letter - Let me know what exactly is needed. If the
purpose if for you to withdraw or transfer the PF, that activity has
to be initiated by you. - got it. since there is 2 months time
required for withdrawal. will revert on this in due course.
- 28 -
NC: 2025:KHC:18584
WP No. 10554 of 2024
C/W WP No. 10106 of 2024

HC-KAR

Regards,

From: Puneett Raheja <[email protected]> Sent:
Mon, 06 Nov 2023 22:18:14
To: [email protected]

Cc: Vikrant Goyal <[email protected]>, Anushka
Tari <[email protected]>, Vishal Patel

<[email protected]> Subject: Prabhu F&F

Hi Prabhu,

Trust you have received October salary & gratuity in your
account on 30-Oct itself. Please do check your account and let
us know if you have any questions.

I am listing down the status on each of the items highlighted by
you for better tracking. Also adding Anushka & Vishal as they
would help us with the F&F process.

17 days Salary for the month of October 2023 - Paid (for the
entire October month) on 30-Oct Gratuity - Paid on 30-Oct
3 months' notice period full salary since I was ready and
willing to serve the notice period - Will be done with F&F

Full leave wages for the 2023 - will be done with F&F

Form 16 for 2023-24 - Form 16 is generated in Jun/Jul of next
year; Provisional tax sheet for 2023-24 shall be shared with
you. I will direct our accounts team to share it with you.
2.5 lacs of tax which is wrongly deposited by the company for
the period 2022-23 which is not reflected in my Form 16 but
gave me details about the remittance without reflecting my
PAN details to file my IT returns. Now, I have received a
demand notice from IT for short payment of the same. - I
understand our accounts team (Bhushan Ingle / Vishal Patel)
is already in touch with you. Shall check the status and close
the loop. Esops - Will have your login credentials moved to
your personal ID (vprabhuv@ rediffmail.com). Shall confirm
once done

Salary slips from Sept 2023 onwards - Will direct accounts
team to share with you.

Service certificate - This shall be shared post F&F.
- 29 -
NC: 2025:KHC:18584
WP No. 10554 of 2024
C/W WP No. 10106 of 2024

HC-KAR

Relieving letter - This shall be shared post F&F
PF release letter - Let me know what exactly is needed. If the
purpose if for you to withdraw or transfer the PF, that activity
has to be initiated by you.

Best Regards,
Puneett Raheja

Annexure-24

Subject: Re: Prabhu F&F
From: Puneett Raheja <[email protected]> on Thu, 09
Nov 2023 21:56:04 To: Vishal Patel <[email protected]>,
prabhu v <[email protected]>

Cc: Vikrant Goyal <[email protected]>, Anushka Tari
<[email protected]>, Amit Chiplunkar

<[email protected]>

1 attachment(s) - Courier_-_Prabhu_Service_Ceritifcate
Exp_Letter.jpg (78.71KB)

Hi Prabhu,

Your Service certificate and experience letter have been
couriered to you today (ref attached screenshot for courier
details). Sharing below the status of items raised by you.

On the pending items (F&F and Tax issue), expect updates
from our Finance team (Amit Chiplunkar & Vishal Patel).

In case you need any further help, please do let me know.

Closed

• 17 days Salary for the month of October 2023
• Gratuity
• ESops to be mapped to your personal ID - marked you
on a separate email with Vishal Sachdev
• Salary slips from Sept 2023 onwards
• Service Certificate & Relieving Letter

With F&F
- 30 -
NC: 2025:KHC:18584
WP No. 10554 of 2024
C/W WP No. 10106 of 2024

HC-KAR

• 3 months' notice period full salary since I was ready and
willing to serve the notice period
• Full leave wages for the 2023
• Form 16 for 2023-24 ; Provisional tax sheet will be shared
post F&F

Tax issue

• 2.5 lacs of tax which is wrongly deposited by the company
for the period 2022-23 which is not reflected in my Form
16 but gave me details about the remittance without
reflecting my PAN details to file my IT returns. Now, I have
received a demand notice from IT for short payment of the
same. - I understand our accounts team (Bhushan Ingle /
Vishal Patel) is already in touch with you. Shall check the
status and close the loop. - This is going on since
June/July 2023 with lukewarm response despite repeated
follow up from me. Now, I have received a demand notice
for the IT department. This needs a immediate resolution
in a day or two. Either you (i) deposit the tax demanded
directly to the department along with interest or (ii) furnish
a fresh form 16 with correct remittance before
Thursday/Friday latest. (Prabhu Sir We are currently
working on your income tax rectification on the income tax
portal. As soon as it's resolved, we will confirm with you
promptly. )

No action due from our end

• PF release letter - Let me know what exactly is needed. If
the purpose if for you to withdraw or transfer the PF, that
activity has to be initiated by you. - got it. since there is 2
months time required for withdrawal. will revert on this in
due course.

Best Regards,

Puneett Raheja

From: Vishal Patel [email protected]
Sent: Tuesday, November 7, 2023 8:36 PM
To: prabhu v vprabhuv@ rediffmail.com
Cc: Puneett Raheja [email protected]; Vikrant
Goyal [email protected]; Anushka Tari
[email protected]; Amit Chiplunkar
[email protected]
- 31 -
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C/W WP No. 10106 of 2024

HC-KAR

Subject: Re: Prabhu F&F

Hi Prabhu Sir,

Thanks for the email, Please find below replies inline in yellow.

• 17 days Salary for the month of October 2023 - Paid (for
the entire October month) on 30-Oct
- have received some payment. Furnish break up of the
same

HC-KAR

Shall confirm once done - I would prefer a buyback as
done with Siddarth Banerjee, Sandeep Agarwal, etc. and
do a cash out to me.

• Salary slips from Sept 2023 onwards - Will direct accounts
team to share with you. I expect this to the done
immediately (Please find the attached payslip for the
period of April 2023 to October 2023 for your reference.
We will share your final settlement (F&F) and tax sheet
once it's ready.)
• Service certificate - This shall be shared post F&F. - I have
received this by email today though F&F is not done still.
Share the hard copies by courier.
• Relieving letter - This shall be shared post F&F - same as
above
• PF release letter - Let me know what exactly is needed. If
the purpose if for you to withdraw or transfer the PF, that
activity has to be initiated by you. - got it. since there is 2
months time required for withdrawal. will revert on this in
due course.

On Tue, Nov 7, 2023 at 7:43 PM prabhu v <vprabhuv@
rediffmail.com> wrote: Noted.

My comments to your response in blue

HC-KAR

Patel) is already in touch with you. Shall check the status
and close the loop. - This is going on since June/July
2023 with lukewarm response despite repeated follow up
from me. Now, I have received a demand notice for the IT
department. This needs a immediate resolution in a day or
two. Either you (i) deposit the tax demanded directly to the
department along with interest or (ii) furnish a fresh form
16 with correct remittance before Thursday/Friday latest.
Esops - Will have your login credentials moved to your
personal ID (vprabhuv@ rediffmail.com). Shall confirm
once done - I would prefer a buyback as done with
Siddarth Banerjee, Sandeep Agarwal, etc. and do a cash
out to me.
• Salary slips from Sept 2023 onwards - Will direct accounts
team to share with you. I expect this to the done
immediately
• Service certificate - This shall be shared post F&F. - I have
received this by email today though F&F is not done still.
Share the hard copies by courier.
• Relieving letter - This shall be shared post F&F - same as
above
• PF release letter - Let me know what exactly is needed. If
the purpose if for you to withdraw or transfer the PF, that
activity has to be initiated by you. - got it. since there is 2
months time required for withdrawal. will revert on this in
due course.

Regards,

From: Puneett Raheja <[email protected]>
Sent: Mon, 06 Nov 2023 22:18:14
To: vprabhuv@ rediffmail.com
Cc: Vikrant Goyal <[email protected]>,
Anushka Tari <[email protected]>,
Vishal Patel <[email protected]>
Subject: Prabhu F&F

Hi Prabhu,

Trust you have received October salary & gratuity in your
account on 30-Oct itself. Please do check your account and let
us know if you have any questions.

I am listing down the status on each of the items highlighted by
you for better tracking. Also adding Anushka & Vishal as they
would help us with the F&F process.
- 34 -
NC: 2025:KHC:18584
WP No. 10554 of 2024
C/W WP No. 10106 of 2024

HC-KAR

• 17 days Salary for the month of October 2023 - Paid (for
the entire October month) on 30-Oct
• Gratuity - Paid on 30-Oct
• 3 months' notice period full salary since I was ready and
willing to serve the notice period - Will be done with F&F
• Full leave wages for the 2023 - will be done with F&F
• Form 16 for 2023-24 - Form 16 is generated in Jun/Jul of
next year; Provisional tax sheet for 2023-24 shall be
shared with you. I will direct our accounts team to share it
with you.
• 2.5 lacs of tax which is wrongly deposited by the company
for the period 2022-23 which is not reflected in my Form 16
but gave me details about the remittance without reflecting
my PAN details to file my IT returns. Now, I have received
a demand notice from IT for short payment of the same. - I
understand our accounts team (Bhushan Ingle / Vishal
Patel) is already in touch with you. Shall check the status
and close the loop.
• Esops - Will have your login credentials moved to your
personal ID (vprabhuv@ rediffmail.com). Shall confirm
once done
• Salary slips from Sept 2023 onwards - Will direct accounts
team to share with you. Service certificate - This shall be
shared post F&F.
• Relieving letter - This shall be shared post F&F
• PF release letter - Let me know what exactly is needed. If
the purpose if for you to withdraw or transfer the PF, that
activity has to be initiated by you.

Best Regards,
Puneett Raheja

--
Best Regards,

Vishal Patel

Associate Manager - Accounts
Play Games24x7 Private Limited

5th Floor, Central(B) Wing, Nesco IT Park, Tower 4,

Western Express Highway, Goregaon(East) Mumbai - 400063

9867282263
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Annexure-25

Ref:HO/HR/RL/23-10-2023
23.10.2023

Subject:- Relieving letter

Dear Mr/Ms. Prabhu Vijayakumar,

This is to confirm that your resignation has been accepted and
you will be relieved from the services of the company with the
close of working hours on 23-10-2023. There are no further dues
against you.

We thank you for your services to PLAY GAMES24X7 PVT LTD-
INDIA and we wish you the very best for your future endeavours.

Sincerely,

For PLAY GAMES24X7 PVT LTD-INDIA

Sd/-

Vikrant Goyal
(Vice President - Human Resources)

Annexure-26

From: "prabhu v"<[email protected]>
Sent: Sat, 18 Nov 2023 15:42:10
To: "Vikrant Goyal"<[email protected]>
Cc: "Vishal Patel"<[email protected]>,
"Puneett Raheja"<[email protected]>,
"Anushka Tari"<[email protected]>,
"Amit Chiplunkar"<[email protected]>,
<[email protected]>,
<[email protected]>
Subject: Re: Prabhu F&F
+ceos

Thanks Vikrant.

My responses on Pending Issues are as follows :

BUY BACK OF ESOPS: In response to your reply, I believe
ESOPS of former employees Siddarth Banerjee, Sandeep
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Agarwala, etc were bought back by the company post their
resignation. May I understand the circumstances of buy back in
their case??

I understand you may have some limitations in taking the
decision on the same, in that case, I would like the directors to
clarify the same before I knock the doors of others including the
regulatory for the discrimination and double standard (in addition
to discrimination and victimisation so far as per audio shared in
earlier on 3 November 2023 which is only a tip of the ice burg)
and series of discrimination, double standards and injustice
caused to me so far. I therefore request you to share the email
address of M/s. Rajarangamani Gopalan (DIN: 01624555),
Jonathan Sawyer (DIN: 05148896), Frederick Emmer Pollock
(DIN : 05167690) & John Scott Salter (DIN: 08579331). Further,
there has been instances in the past of forfeiting the ESOPs
from the employees with purported SCN / DE. I therefore have
no trust particularly with the facts and circumstances narrated in
my earlier communication and protection given to mischiefs,
disparity and conduct of HR and Sameer in connivance with
each other and complete silence of seniors/ceo's like the way
they used to remain for emails from players on suicide notes.

Though remained silent simultaneously engaged detective
agency to do a thorough background verification of the players
who posed treat of suicide and or committed suicide due to huge
losses on your platform as a result of addiction in gambling.

Further to absorb any back lash arising out of such tragedies,
company also engages retired officers as consultants whom
Sameer has constantly abused with distasteful language and
disrepute for lack of return on their investment and poor
intelligence which they have a clear information. Such abuse,
contempt to all the retired senior officers of high repute who are
Consultants and tyrant conduct of Sameer seems to be fully
backed, authorised and ratified by the management by the acts
or omissions so far.

DISCREPENCY IN FORM 16 RESULTING IN MISMATCH WITH AS
26: I reiterate that i have been following up on this since June
2023 before filing my ITR. Your team assured to get the same
rectified and revert in a week to fortnight with a strong
recommendation to file the ITR as the date was nearing deadline
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to avoid penalty but no response since then till, I followed up
about month and half ago post receipt of the demand notice from
department following the mismatch between Form 16 issued and
AS 26. This clearly demonstrates their goof up. Hence, I had
suggested to deposit the demand amount in my earlier email
dated 7 November 2023 which is not done. Clearly, there is no
action from your end as suggested to end the chaos.

Though Sameer did not give time of one week to 10 days and
forced me to resign and acted with lightning speed in accepting
the forced resignation, I have been magnanimous enough to be
patient so far by giving good enough time for resolution
demonstrating my maturity without reacting in haste like the way
you have.

BEING PENNYWISE POUND FOOLISH - several loyal players who
have played for lakhs and crores have committed suicides with
no respite not even a response at the least citing you are only
earning a platform fee and under the garb of your sponsored
counselling. In addition, you have victimised employees like me
with coercion to GST and cost pressures. Whereas, you would
pay 5 crores per year to Hrithik Roshan and couple of crores to
Sudeep, etc but not take assets / get the shoot done from them
fearing their dissent to continuing with the company. Is this your
wisdom and reward for loyal to the society, loyal players and
committed employees like me? May be company has short
memory about my risks and life threats I encountered for being
loyal to the company in addition to facing the enquiry of suicide
attempt by a player at malad office after dousing petrol and was
about to ignite himself due to loss in gambling which was
enquired Bangur Nagar Police. Considering the various life
threats I had, company had contemplated to get the security
arranged and sponsor for gun licence for my protection.

IRREGULARITY IN RELIEVING LETTER AND SERVICE LETTER
USE OF SCANNED SIGNATURES: I had received the relieving
letter and service letter by courier on 11 November 2023 which
has invisible signature of the signatory designated as Human
Resource officer. On 7 Nov which 2023, these letters were sent
on mail designated to have been signed by VP HR. I had
requested the hard copies of the same to be couriered and I
received the hard copies with invisible signature and change is
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designation. I know that scan of the signatures is affixed on
various documents which requires signatures including that of
directors even in documents for filings but you guys used to do a
colour scan. Now it has improved, where the scan of the sign is
not visible. The least is to have it physically signed. Can I get the
properly signed letters without any variation in the content and
language ?

SHORT PAYMENT OF F& F : I expected the full 3 months salary
of notice period and full leave wages accumulated and accrued.
You had also affirmed the same in your email dated 23 Oct
2023. However it seems there is a short payment with an
attempt to harass with a clear abuse of authority. I would like to
clarify that I have not given my concurrence or authorisation or
undertaking for any deductions except statutory deductions
(TDS). I don't have any dues to your organisation which is also
affirmed by you in your relieving letter dated 23.10.2023. Such
being the case where is shortfall?? Despite my patience
subsuming all your harassments and victimisation, you seem to
be in no mood to stop harassing.

Are all these deliberate goof ups deliberate to add insult to injury
or is that normal by known standards of diligence?

I reiterate that I was not given one week to 10 days time but
forced to resign and acted with lightning speed in accepting the
forced resignation. Despite this, I have been magnanimous
enough and patient so far by giving good enough time for
resolution without reacting in haste like the way you have.

The palpable instances of irregularities highlighted so far is only
a tip of the ice burg.

Under the circumstances, I have no option but to blow the lid off
by responding to the demand notice of tax depart with intimation
looping ED, Regulatory, Enforcement, Home dept, Law & Justice
dept along with supporting and details of all those jointly,
severally and vicariously liable, to protect my interest and for a
thorough investigation by a national agency, commensurate to
ED to investigate all irregularities.
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Regards,

From: Vikrant Goyal <[email protected]>
Sent: Wed, 08 Nov 2023 08:37:17
To: Vishal Patel <[email protected]>, prabhu v
<[email protected]>
Cc: Puneett Raheja <[email protected]>,
Anushka Tari <[email protected]>, Amit Chiplunkar
<[email protected]>

Subject: Re: Prabhu F&F

Hi Prabhu,

You are receiving updates from the team on various topics. I
would be happy to help wherever I can. On the point about
ESOPs, you will be provided the credentials for viewing your
ESOPs. I regret we do not have any possibility of any buybacks
of ESOPs. Thank you.

With Regards
Vikrant Goyal
Human Resources
9380999755

From: Vishal Patel <[email protected]>
Sent: Tuesday, November 7, 2023 8:36 PM
To: prabhu v <[email protected]>
Cc: Puneett Raheja <[email protected]>;
Vikrant Goyal <[email protected]>;
Anushka Tari <[email protected]>;
Amit Chiplunkar <[email protected]>

Subject: Re: Prabhu F&F

Hi Prabhu Sir,

Thanks for the email, Please find below replies inline in yellow.

17 days Salary for the month of October 2023 - Paid (for the
entire October month) on 30-Oct

- have received some payment. Furnish break up of the
same
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• Gratuity - Paid on 30-Oct - same as above (Please find the
attached payslip for your reference)
• 3 months' notice period full salary since I was ready and willing
to serve the notice period - Will be done with F&F - when is this
expected, I expect this to the done by this week since nothing is
pending
• Full leave wages for the 2023 - will be done with F&F - same as
above
• Form 16 for 2023-24 - Form 16 is generated in Jun/Jul of next
year; Provisional tax sheet for 2023-24 shall be shared with you.
I will direct our accounts team to share it with you.- same as
above
• 2.5 lacs of tax which is wrongly deposited by the company for
the period 2022-23 which is not reflected in my Form 16 but
gave me details about the remittance without reflecting my PAN
details to file my IT returns. Now, I have received a demand
notice from IT for short payment of the same. - I understand our
accounts team (Bhushan Ingle / Vishal Patel) is already in touch
with you. Shall check the status and close the loop. - This is
going on since June/July 2023 with lukewarm response
despite repeated follow up from me. Now, I have received a
demand notice for the IT department. This needs a
immediate resolution in a day or two. Either you (i) deposit
the tax demanded directly to the department along with
interest or (ii) furnish a fresh form 16 with correct
remittance before Thursday/Friday latest. (Prabhu Sir We are
currently working on your income tax rectification on the income
tax portal. As soon as it's resolved, we will confirm with you
promptly. )
• Esops - Will have your login credentials moved to your personal
ID ([email protected]). Shall confirm once done - I would
prefer a buyback as done with Siddarth Banerjee, Sandeep
Agarwal, etc. and do a cash out to me.
• Salary slips from Sept 2023 onwards - Will direct accounts team
to share with you. I expect this to the done immediately
(Please find the attached payslip for the period of April 2023 to
October 2023 for your reference. We will share your final
settlement (F&F) and tax sheet once it's ready.)
• Service certificate - This shall be shared post F&F. - I have
received this by email today though F&F is not done still.
Share the hard copies by courier.
• Relieving letter - This shall be shared post F&F - same as
above
• PF release letter - Let me know what exactly is needed. If the
purpose if for you to withdraw or transfer the PF, that activity has
to be initiated by you. - got it. since there is 2 months time
required for withdrawal. will revert on this in due course.
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On Tue, Nov 7, 2023 at 7:43 PM prabhu v
<[email protected]> wrote:

Noted.

My comments to your response in blue

17 days Salary for the month of October 2023 - Paid (for the
entire October month) on 30-Oct - have received some
payment. Furnish break up of the same

• Gratuity - Paid on 30-Oct - same as above
• 3 months' notice period full salary since I was ready and willing
to serve the notice period - Will be done with F&F - when is this
expected, I expect this to the done by this week since nothing is
pending
• Full leave wages for the 2023 - will be done with F&F - same as
above
• Form 16 for 2023-24 - Form 16 is generated in Jun/Jul of next
year; Provisional tax sheet for 2023-24 shall be shared with you.
I will direct our accounts team to share it with you.- same as
above
• 2.5 lacs of tax which is wrongly deposited by the company for
the period 2022-23 which is not reflected in my Form 16 but
gave me details about the remittance without reflecting my PAN
details to file my IT returns. Now, I have received a demand
notice from IT for short payment of the same. - I understand our
accounts team (Bhushan Ingle / Vishal Patel) is already in touch
with you. Shall check the status and close the loop. - This is
going on since June/July 2023 with lukewarm response
despite repeated follow up from me. Now, I have received a
demand notice for the IT department. This needs a
immediate resolution in a day or two. Either you (i) deposit
the tax demanded directly to the department along with
interest or (ii) furnish a fresh form 16 with correct
remittance before Thursday/Friday latest.
• Esops - Will have your login credentials moved to your personal
ID ([email protected]). Shall confirm once done - I would
prefer a buyback as done with Siddarth Banerjee, Sandeep
Agarwal, etc. and do a cash out to me.
• Salary slips from Sept 2023 onwards - Will direct accounts team
to share with you. I expect this to the done immediately
• Service certificate - This shall be shared post F&F. - I have
received this by email today though F&F is not done still.
Share the hard copies by courier.
• Relieving letter - This shall be shared post F&F - same as
above
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• PF release letter - Let me know what exactly is needed. If the
purpose if for you to withdraw or transfer the PF, that activity has
to be initiated by you. - got it. since there is 2 months time
required for withdrawal. will revert on this in due course.

Regards,

From: Puneett Raheja <[email protected]>
Sent: Mon, 06 Nov 2023 22:18:14
To: [email protected]
Cc: Vikrant Goyal <[email protected]>,
Anushka Tari <[email protected]>,
Vishal Patel <[email protected]>

Subject: Prabhu F&F

Hi Prabhu,

Trust you have received October salary & gratuity in your
account on 30-Oct itself. Please do check your account and let
us know if you have any questions.

I am listing down the status on each of the items highlighted by
you for better tracking. Also adding Anushka & Vishal as they
would help us with the F&F process.

• 17 days Salary for the month of October 2023 - Paid (for the
entire October month) on 30-Oct
• Gratuity - Paid on 30-Oct
• 3 months' notice period full salary since I was ready and willing
to serve the notice period - Will be done with F&F
• Full leave wages for the 2023 - will be done with F&F
• Form 16 for 2023-24 - Form 16 is generated in Jun/Jul of next
year; Provisional tax sheet for 2023-24 shall be shared with you.
I will direct our accounts team to share it with you.
• 2.5 lacs of tax which is wrongly deposited by the company for
the period 2022-23 which is not reflected in my Form 16 but
gave me details about the remittance without reflecting my PAN
details to file my IT returns. Now, I have received a demand
notice from IT for short payment of the same. - I understand our
accounts team (Bhushan Ingle / Vishal Patel) is already in touch
with you. Shall check the status and close the loop.
• Esops - Will have your login credentials moved to your personal
ID ([email protected]). Shall confirm once done
• Salary slips from Sept 2023 onwards - Will direct accounts team
to share with you.
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• Service certificate - This shall be shared post F&F.
• Relieving letter - This shall be shared post F&F
• PF release letter - Let me know what exactly is needed. If the
purpose if for you to withdraw or transfer the PF, that activity has
to be initiated by you.

Best Regards,
Puneett Raheja
--
Best Regards,
Vishal Patel
Associate Manager - Accounts
Play Games24x7 Private Limited
5th Floor, Central(B) Wing,
Nesco IT Park, Tower 4,
Western Express Highway, Goregaon(East)
Mumbai - 400063
9867282263

Annexure-27

From: HR ops <[email protected]>
Sent: Tue, 28 Nov 2023 15:02:57
To: V v <[email protected]>
Cc: Sameer Chugh <[email protected]>,
Vikrant Goyal <[email protected]>,
Puneett Raheja <[email protected]>

Subject: Fwd: Comprehensive Documentation for Full and Final
Settlement

Hi Prabhu,

Please find with this email :

1. Detailed break-up of your full and final settlement and the
payments made to you (Below table)
2. Payslip for October and November 2023
3. Tax Statement as of Nov 2023
4. Updated Form 16 Part A and Part B with the resolution of
discrepancy
5. Excel sheet with the calculations
6. Relieving Letter
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With this, we have completed the response to all your concerns
and queries. This will be our final response on email to you.
Also, beyond the queries around your settlement, we do not
agree to any of the concerns / allegations that you have raised.
You would be responsible for any actions that you may deem fit,
and the company reserves its right to defend the same / initiate
appropriate action. Thank you.

Monthly Annual One Time Settlement
Monthly Basic Month No of Days Remarks
CTC CTC against notice period
12,50,000 1,50,00,000 5,00,000 Oct-23 8 3,22,581.00
Nov-23 30 12,50,000.00
Dec-23 31 12,50,000.00
Jan-24 16 6,45,161.00
This is against
the 3 months
Total One
34,67,742.00 notice period and
Time (A)
is paid with F&F
settlement
Monthly Annual
Monthly Basic Month Years Gratuity Calculation
CTC CTC
Last drawn Basic
X 15/26 X no of
12,50,000 1,50,00,000 5,00,000 Oct-23 5 14,42,308.00
days - Paid with
the Oct'23 Salary
Total
14,42,308.00
Gratuity (B)
Monthly Annual Leave Encashment
Monthly Basic Month Leave Days
CTC CTC Calculation
Annual CTC X
no of leave days
12,50,000 1,50,00,000 5,00,000 Oct-23 22.01 9,04,521.00
/ 365 - Paid with
F&F settlement
Total Leave
Encashmen 9,04,521.00
t(C)
Total A + B
58,14,571.00
+C

Best Regards,
HR

Annexure-28

From: HR ops <[email protected]>
Sent: Fri, 22 Dec 2023 15:38:01
To: V v <[email protected]>
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Subject: Immediate refund of wrongly transferred money

Hi Prabhu,
We write to you in furtherance of our various discussions
regarding an inadvertent human error that triggered a transaction
in our systems. While we have explained you the issue in detail
over several calls, however, your fragile attempt to misuse an
inadvertent human error, inordinate and unexplainable delay in
returning of money inadvertently transferred to say the least is
unwarranted and uncalled.

While we have inter alia already explained you that transfer of
Rs.20,54,029/- first on 17.11.2023 & then again, the same
amount on 29.11.2023 (wrongly transferred), is an inadvertent
error and not in accordance with your entitlements, you have still
failed to reverse the wrongly transferred amount for reasons best
known to you.

After duly checking our records and internal discussions, we
observe that retention of Rs.20,54,029/- is unacceptable. As a
mature organization, while we have been patiently trying to
resolve the issue of wrong transfer amicably, we observe that
you have been evading our calls and to date failed to return the
money. We believe that your conduct now seems to be
deliberate and evasive.

In view of your conduct, we are forced to put you to notice,
whereby, we once again request you to reverse the wrong
transfer made on 29.11.2023 for Rs.20,54,029/- forthwith. We
reiterate that it was an inadvertent human error at our end and
under no circumstances you are entitled to retain the same. We
also once again request you to refrain from making
unsubstantiated allegations and act more responsibly to refund
the extra amount paid to you.

Regards,

HROps Team

Annexure-29
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From: "prabhu v"<[email protected]>
Sent: Sat, 23 Dec 2023 16:20:41
To: "HR
ops"<[email protected]>,"bhavinpandya"<bhavin.pandya
@games24x7.com>,"trivikramanthampy"<trivikraman.thampy@g
ames24x7.com>
Subject: Re: Immediate refund of wrongly transferred money

++ bhavin, thampy / ceos

HROps,

At the outset, your email (dated 22 Dec 2023) under reply is
misconceived and I deny the allegations made therein. Your
email suffers from several infirmities as you have not disclosed
the true and correct facts. To cover your lacuna and lapses, you
are making baseless allegations. I therefore deny of misusing
any money. Per contra, you have withheld Rs.6,37,200/- under
the head of 'other deductions' which I am not due to the
company either under any agreement/undertaking or by way of
loan/advance.

Let me remind, the Company has the strict practice of approving,
as per the pre-defined approval matrix of any advance, loans,
sponsorships (even if payments are made to third parties
directly), etc. for or on behalf of the employee, subject to
undertaking in writing from the respective employee/s for
repayment/recovery. I have not availed any such facility which is
due for repayment. Further, even in your Relieving Letter, you
have confirmed that there are no dues pending from me. Such
being the case, company withholding of Rs. 6,37,200/- under the
head "other deductions' is illegal and arbitrary. Though I had
raised the query about this by email on 18 November 2023, I
have not received any response.

Further, I have been patiently waiting on the status of the ESOPs
by regular follows ups through emails on 3 November 2023, 7
November 2023 and 18 November 2023. I have neither received
any fair and reasonable reply on the above emails nor have I
received any login credentials moved to my personal email ID as
stated in your emails from Puneet on 6 Nov 2023 and email from
Vikrant goyal on 8 Nov 2023.
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Further without addressing the open points on short payment
and ESOPs, you have sent an email on 28 Nov 2023 (Subject :
Fwd : Comprehensive Document for Full and Final Settlement)
(email attached), stating : 'With this, we have completed the
response to all your concerns and queries. This will be our
final response on email to you. Also, beyond the queries
around your settlement.......' which demonstrates your intent
not to address the open issues/settlement eventually causing
hardship to the gullible and vulnerable.

Further, I reiterate that :

(i) all my averments are factual positions with substantiations
and records

(ii) am willing to settle amicably and refund any excess payment
subject to company

(a) releasing of my dues of Rs. 6,37,200/-
(b) sharing the credentials for my ESOPS as per your
emails dated 6 Nov 2023 from Puneet and dated 8 Nov 2023
from Vikrant goyal

Further, I request you to reconsider the buyback of ESOPs in the
manner as done to former employees Sandeep Agarwala,
Siddarth Banerjee, etc.

In anticipation of a prompt and reasonable response.

Rgds,
Prabhu

Mob : 9743 868844

From: HR ops <[email protected]>

Sent: Fri, 22 Dec 2023 15:38:01

To: V v <[email protected]>

Subject: Immediate refund of wrongly transferred money

Hi Prabhu,
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We write to you in furtherance of our various discussions
regarding an inadvertent human error that triggered a transaction
in our systems. While we have explained you the issue in detail
over several calls, however, your fragile attempt to misuse an
inadvertent human error, inordinate and unexplainable delay in
returning of money inadvertently transferred to say the least is
unwarranted and uncalled.

Regards,

HROps Team

Annexure-30

From: HR ops <[email protected]>
Sent: Fri, 05 Jan 2024 16:50:32
To: prabhu v <[email protected]>
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Subject: Re: Immediate refund of wrongly transferred money

Hi Prabhu,

We write in response to your email dated 23.12.2023.

We are surprised that you are intermingling issues that have no
co-relation with the present issue, i.e, inadvertent human error of
wrongly transferring Rs. 20,54,029 on 29.11.2023. At the outset,
we reiterate that you have no right to retain the money
inadvertently transferred to you on 29.11.2023. We have on
numerous occasions informed you that the transaction dated
29.11.2023 is an inadvertent error and the same needs to be
reversed forthwith since you have no right to retain the amount
wrongly transferred. Despite our several follow ups, you on one
pretext or the other have maliciously failed to return the money.
Your conduct of retaining the money without any basis is illegal,
malafide and unacceptable. We observe that your continuous
evasive conduct is deliberate and ill founded to state the least. It
would also not be out of place to mention that similar issue had
arisen with three more employees and all of them have duly
returned the money wrongly transferred to them.

As far as your F&F is concerned, we state that you are
deliberately creating, confusing and mixing issues with the
present issue. While we have already informed you that the
transaction dated 29.11.2023 has no connection with your
imaginary issues, you are illegally holding on to the money
wrongly transferred to you on 29.11.2023. It is shocking and
surprising that such a senior ex-employee is indulging into
dilatory tactics, despite knowing fully well that you are not
entitled to retain the money inadvertently transferred.

HC-KAR

membership was provided to you during your tenure as an
employee, on the representation by you that the same is for the
benefit of the company and necessary for you to undertake your
duties. However, post your exit, the membership expenses
regarding club membership, under your name, has to be
necessarily borne by you and any expectation that the
organization will pay for the same is clearly ill founded and
beyond comprehension.

Further, as regards the ESOP buyback, you are well aware that
the ESOPs granted to you during the course of your employment
are governed by the ESOP policy. The said ESOP policy does
not provide for any provision of buyback. As per the ESOP policy
governing the granted ESOPs, you have the liberty of redeeming
the grants subject to inter alia payment of requisite taxes. The
Company cannot consider any such request and you are
requested to act as per the ESOP policy.

In conclusion, your request for release of an amount of
Rs.6,37,200/- and buyback of ESOPs is ill founded. We once
again request you to refrain from making unsubstantiated
allegations and act more responsibly to refund the extra amount
paid to you.

While, we have been patient and trying to resolve the matter
amicably, we note that your actions and intent seems otherwise
and you are purposely delaying refunding the amount of Rs.
20,54,029 wrongly and inadvertently transferred to you on
29.11.2023. In view of the above, we once again seek return of
the inadvertently transferred amount on 29.11.2023 for
Rs.20,54,029/- forthwith and request you not to mix and/or raise
irrelevant issues.

Regards,
HROps Team

On Sat, Dec 23, 2023 at 4:20 PM prabhu v
<[email protected]> wrote:

++ bhavin, thampy / ceos

HROps,
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Further, I reiterate that :
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(i) all my averments are factual positions with substantiations
and records

(ii) am willing to settle amicably and refund any excess payment
subject to company

(a) releasing of my dues of Rs. 6,37,200/-
(b) sharing the credentials for my ESOPS as per your
emails dated 6 Nov 2023 from Puneet and dated 8 Nov 2023
from Vikrant goyal.

Further, I request you to reconsider the buyback of ESOPs in the
manner as done to former employees Sandeep Agarwala,
Siddarth Banerjee, etc.

In anticipation of a prompt and reasonable response.

Rgds,
Prabhu
Mob : 9743 868844

From: HR ops <[email protected]>
Sent: Fri, 22 Dec 2023 15:38:01
To: V v <[email protected]>
Subject: Immediate refund of wrongly transferred money

Hi Prabhu,

HC-KAR

Regards,
HROps Team

Annexure-31

From: "prabhu v"<[email protected]>
Sent: Sun, 14 Jan 2024 21:15:58
To: "HR ops"<[email protected]>
Cc:
"bhavinpandya"<[email protected]>,"trivikraman
thampy"<[email protected]>
Subject: Re: Immediate refund of wrongly transferred money

++ bhavin, thampy / ceos

HROPs,

At the outset, I reiterate the contents of all my correspondences
including the email dated 23 Dec 2023 in trail. All my previous
correspondences be read as part and parcel of this reply to
avoid repetition of facts and circumstances.

HC-KAR

time to suit your needs and convenience. Therefore, I
vehemently state that, I have not intermingled anything as
purported. On the contrary, you have been withholding the
payments due to me, on one pretext or other despite my
repeated follow ups.

I reiterate that you have no right to withhold my dues under
'other deductions' in the absence of my consent, undertaking,
indemnity or agreement with the company to that extent.

Further, I have not misrepresented anything for availing the club
membership. In pursuance of management's decision to change
my profile and to handle external affairs, from my core
competency of contract management, litigation management,
IPR, etc., I was instructed (by the management) to take the club
membership with three clubs each in Mumbai and Bangalore.
Accordingly, club membership in Bangalore was given to me in
my name as a perquisite (to avoid company's role in enticing and
or influencing any officer / authority if any allegation or situation
that may arise) for the financial year 2022-23. In recognition of
my performance in discharging various assignments in my new
role, applications were signed by CEO, Bhavin Pandya, in
pursuance of the management's decision to take more
memberships in other clubs. It is pertinent to note that, I have
served the company for said financial year 2022-23, that there
was no pre-condition to the club membership as the same was
budgeted and approved as pure OPEX for the said period along
with consultants' fees, retainer fees, cost of fire arms license for
my personal protection, cost of security for my life, etc

Further, it is even more surprising that, you did not clarify about
'other deductions' so far, ever since my resignation, despite
several follow ups from me since last 2.5 month questioning the
said deductions , you have for the first time replied by your trail
email on 5 Jan 2024 about the deductions being adjusted towards
payment to the club, which is nothing but a mere afterthought,
illegal, abuse of authority, arbitrary, deliberate, intentional to
cause inconvenience, hardship and to harass me.

HC-KAR

indemnity bond by the employee, for securing repayment to the
company. I have neither given any undertaking nor executed any
indemnity bond nor agreed in any manner, either express or
implied for repayment since the same was given as a perquisite
to me. Further, in lieu of the payment made towards club
membership, I was not given bonus for the year 2022-23. Such
being the case, withholding my dues, particularly having clearly
stated in my relieving letter that there are no due from me
demonstrates your after-thoughts and arbitrariness. Therefore,
aren't the company's claims now imaginary and dilatory tactic to
release my legal dues which is sheer dismay to a true and loyal
former employee. I am astonished to know you recognising me,
to be senior ex-employee. Did no one realise about my seniority
when tyrant manager being nefarious and vicious, demanded
illegal and impossible things from me to hide his lacunae,
humiliated and abused me, senior police officers including IPS,
forced me to report to his personal secretary, which even Thampy
as founder has never did or expected.

Therefore,

• in the absence of any undertaking or consent from me for
repayment ;
• in the absence of any pre-condition for repayment while
approving or even before making payment towards the club
membership ;
• company's specific instructions to avail more club memberships
and signing application for other club;
• non-payment of bonus for 2022-23 in lieu of payment made to
club membership ;
• the costs towards membership being budgeted and approved as
OPEX along with other expenses for discharging the duties
during the year 2022-23 ;
• I having fully served the financial year 2022-23;
• no specific communication till the last day of my serving about
any repayment of club membership ;
• specifically mentioning that there are no dues from me in my
relieving letter ;

For the foregoing reasons, the question of withholding the
amount towards the club membership does not arise at all.

Under the circumstances, considering your requests, response
and clarifications, I reiterate that :
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i. all my averments are factual positions with substantiations and
records

ii. am willing to settle amicably and refund any excess payment
subject to company

a. releasing of my dues of Rs. 6,37,200/-

b. sharing the credentials for my ESOPs as per your emails dated 6
Nov 2023 from Puneet and dated 8 Nov 2023 from Vikrant goyal

c. share the details of procedure, policy and forms for redeeming
my ESOPs subject to any applicable taxes as stated in your trail
email dated 5 Jan 2024.

I have time and again patiently demonstrated and reiterated my
clear intent to address and settle amicably and have shown my
bonafides.

In anticipation of a prompt and fair response and resolution.

Rgds,
Prabhu

From: HR ops <[email protected]>
Sent: Fri, 05 Jan 2024 16:50:32
To: prabhu v <[email protected]>

Subject: Re: Immediate refund of wrongly transferred money

Hi Prabhu,

We write in response to your email dated 23.12.2023.

We are surprised that you are intermingling issues that have no
co-relation with the present issue, i.e, inadvertent human error of
wrongly transferring Rs. 20,54,029 on 29.11.2023. At the outset,
we reiterate that you have no right to retain the money
inadvertently transferred to you on 29.11.2023. We have on
numerous occasions informed you that the transaction dated
29.11.2023 is an inadvertent error and the same needs to be
reversed forthwith since you have no right to retain the amount
wrongly transferred. Despite our several follow ups, you on one
pretext or the other have maliciously failed to return the money.
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Your conduct of retaining the money without any basis is illegal,
malafide and unacceptable. We observe that your continuous
evasive conduct is deliberate and ill founded to state the least. It
would also not be out of place to mention that similar issue had
arisen with three more employees and all of them have duly
returned the money wrongly transferred to them.

The other issues raised by you are figment of your imagination
and non-existent for the reasons stated hereinafter. All
contentions raised, unless specifically admitted, are denied.
Despite you wrongly joining non-existent issues with the present
issue, we as an organization once again inform you that your
F&F has been done based on standard practices and the
amount of Rs. 6,37,200/- withheld under "other deductions" is
with respect to the fee for club membership that has been
retained by you under individual name. We state that the club
membership was provided to you during your tenure as an
employee, on the representation by you that the same is for the
benefit of the company and necessary for you to undertake your
duties. However, post your exit, the membership expenses
regarding club membership, under your name, has to be
necessarily borne by you and any expectation that the
organization will pay for the same is clearly ill founded and
beyond comprehension.

Further, as regards the ESOP buyback, you are well aware that
the ESOPs granted to you during the course of your employment
are governed by the ESOP policy. The said ESOP policy does
not provide for any provision of buyback. As per the ESOP policy
governing the granted ESOPs, you have the liberty of redeeming
the grants subject to inter alia payment of requisite taxes. The
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Company cannot consider any such request and you are
requested to act as per the ESOP policy.

Regards,
HROps Team

On Sat, Dec 23, 2023 at 4:20 PM prabhu v
<[email protected]> wrote:

++ bhavin, thampy / ceos

HROps,

HC-KAR

directly), etc. for or on behalf of the employee, subject to
undertaking in writing from the respective employee/s for
repayment/recovery. I have not availed any such facility which is
due for repayment. Further, even in your Relieving Letter, you
have confirmed that there are no dues pending from me. Such
being the case, company withholding of Rs. 6,37,200/- under the
head "other deductions' is illegal and arbitrary. Though I had
raised the query about this by email on 18 November 2023, I
have not received any response.

Further, I reiterate that :

(i) all my averments are factual positions with substantiations
and records

(ii) am willing to settle amicably and refund any excess payment
subject to company

(a) releasing of my dues of Rs. 6,37,200/-
(b) sharing the credentials for my ESOPS as per your emails
dated 6 Nov 2023 from Puneet and dated 8 Nov 2023 from
Vikrant goyal
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Further, I request you to reconsider the buyback of ESOPs in the
manner as done to former employees Sandeep Agarwala,
Siddarth Banerjee, etc.

In anticipation of a prompt and reasonable response.

Rgds,
Prabhu

Mob : 9743 868844

From: HR ops <[email protected]>
Sent: Fri, 22 Dec 2023 15:38:01
To: V v <[email protected]>

Subject: Immediate refund of wrongly transferred money

Hi Prabhu,

After duly checking our records and internal discussions, we
observe that retention of Rs.20,54,029/- is unacceptable. As a
mature organization, while we have been patiently trying to
resolve the issue of wrong transfer amicably, we observe that
you have been evading our calls and to date failed to return the
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money. We believe that your conduct now seems to be
deliberate and evasive.

Regards,
HROps Team

Annexure-32

From: HR ops <[email protected]>
Sent: Tue, 30 Jan 2024 18:03:19
To: prabhu v <[email protected]>
Subject: Re: Immediate refund of wrongly transferred money

Hi Prabhu,

We write in reference to your email dated 14.01.2024, our
contemporaneous communications last being 05.01.2023 and
various discussions. We for sake of brevity are not reproducing
the contents of our communications, however, rely on and
reiterate the same in entirety. All contentions raised by you,
unless specifically admitted, are denied.

At the outset, we deny any omission and/or wrongdoing as
alleged by you or at all. We would like to inform you that
allegations made by you are inter alia false, self-serving,
mischievous, unsubstantiated and are being made to somehow
divert attention from the real issue raised by us i.e return of
money amounting to Rs. 20,54,029 on 29.11.2023 which was
inadvertently transferred to you.

HC-KAR

money inadvertently transferred. We reiterate that you have no
right to retain the same under any pretext or circumstances. We
have on numerous occasions informed you that the transaction
dated 29.11.2023 is an inadvertent error and the same needs to
be reversed forthwith. Despite our several follow ups, you on one
pretext or the other have maliciously failed to return the money.
Your conduct of retaining the money without any basis is illegal,
malafide and unacceptable. Further, in view of your malafide
conduct, we had to approach the Bank to protect our interest.
Accordingly, the Bank has created a lien for the wrongly
transferred amount.

The fact that you are raising imaginary issues regarding your
F&F in response to us seeking return of wrongly transferred
amount is manifest from your malicious conduct and
communications. The responses to our emails clearly reflect
your malafide intent to indulge in dilatory tactics to retain the
money inadvertently transferred. We categorically deny any
money that you are entitled is being withheld and once again
reiterate that a deduction of the pro-rata amount was made, as
you continue to retain the club membership in your individual
name. It is obvious that in such a scenario, you in person are
bound to pay for the same. In case you do not wish to retain the
membership, the same can be transferred to the Company or
can be surrendered, subject to rules of the club. It is
categorically denied that any membership was given to you as a
perquisite or that the same was given for your performance in
2022-2023 when your performance was below the mark, this is
yet another instance that depicts bald assertions, allegations
which are figment of your imagination, an afterthought to cover
your illegalities and, hence, put you to strict proof in this regard.
In fact, the club membership was provided on the basis of your
representations that the same will help perform your role of
external management better. It was you who stated that the club
does not provide membership on company name and hence the
same was taken in personal name. We put you to strict proof on
the same.

HC-KAR

done at the time of exit during F&F of an employee, and you
were no exception. The Company is well within its rights to
deduct amounts such as club membership without any
undertaking or consent etc. at the time of exit, since the same
was taken during course of employment and the Company paid
for the same. The deduction was done since membership by you
was taken in your personal name (you misrepresented that there
is no corporate membership). In case you do not wish to
continue with the membership subject to rules of the club, you
may surrender the same, however it certainly cannot lead to a
situation where the membership is availed by you in personal
capacity and the cost of the same are borne by the Company for
your leisure. The absurdity that you are trying to achieve is illegal
and completely unacceptable to us.

Further, as regards the ESOPs, you are well aware that the
ESOPs granted to you during the course of your employment are
governed by the ESOP policy. For the credentials our team is
already in touch with you and has always kept you informed. We
once again request you not to intermingle issues with the
present issue of returning the wrongly transferred amount
forthwith.

As far as your conclusions in email dated 14.01.2024 are
concerned, we deny the same inter alia for being false,
mischievous and misleading. Without prejudice, kindly find our
response to the same:

• "in the absence of any undertaking or consent from me for
repayment; Response: There is no occasion or process of
undertaking or consent as the membership has been taken in
personal name by misrepresenting that no corporate
membership is available. Further, the membership was given for
the purposes of undertaking your role while you were in the
Company and considering that you have exited the Company,
there is no requirement for the Company to provide you any club
membership. Also, please note that the Company at the stage of
F&F is well within its right to deduct the amount due. Post
deduction the amounts due to you basis F&F have already been
paid.
• in the absence of any pre-condition for repayment while
approving or even before making payment towards the club
membership; Response: The membership was to be taken in
the name of the company, however it was misrepresented that
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there is no corporate membership basis which, while you were in
employment earlier payment was made, now that you have
exited the company, either transfer the membership to the
Company or else if you are retaining the membership in your
individual name, you have to pay for the membership. Under no
pretext or circumstances will the Company pay for the
membership that was to be of the Company and for the benefit
of the Company but has been taken by you in your name and
also retained after your exit from the Company.
• company's specific instructions to avail more club memberships
and signing application for other club; Response: The
membership was to be taken in the name of the company,
however it was misrepresented that there is no corporate
membership basis which, while you were in employment earlier
payment was made. Company availing of more memberships in
its name has no co-relation with the present situation which
relates to membership is in personal name.
• non-payment of bonus for 2022-23 in lieu of payment made to
club membership; Response: This is clearly an afterthought as
bonus was not paid since your performance and rating was
lower than what was expected. In the absence of you being
eligible for bonus, the question or the need for the Company to
pay the club membership as bonus does not arise. You are put
to strict proof to show where the Company agreed to pay the
club membership in lieu of the bonus.
• the costs towards membership being budgeted and approved as
opex along with other expenses for discharging the duties during
the year 2022-23; Response: As stated above the charges were
paid basis your misrepresentation that no corporate membership
is available, while you were in employment, however that in no
manner accrues a right in your favour to claim membership post
exit as well. Also, how the club membership is treated in the
books of accounts of the Company has no relevance to the
recovery of the amount considering your exit from the Company
and the membership being retained by you for your individual
use.
• I having fully served the financial year 2022-23; Response: F&F
has accordingly been paid. Further, you continue to retain the
F&F inadvertently paid to you twice, which ought to have been
returned by you immediately.
• no specific communication till the last day of my serving about
any repayment of club membership; Response: There was no
occasion to send the same as it is common practice to deduct
such charges at the stage of F&F only. Also, the assets of the
company including the computer were with you till the last day
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and it is a normal process that the F&F is paid later after looking
into all the details and return of the assets and the company
properties.
• specifically mentioning that there are no dues from me in my
relieving letter; Response: F&F is done after issuance of
relieving letter and all such deductions happen at the stage of
F&F only.
Under the circumstances, considering your requests, response
and clarifications, I reiterate that:

1. all my averments are factual positions with substantiations and
records - Response: we put you to strict proof for the same as this is
completely incorrect.

2. am willing to settle amicably and refund any excess
payment subject to company-Response: While you keep
stating that you are willing to settle issues amicably, however
your actions and communications are contrary as you continue
to intermingle issues without returning the money wrongly
transferred to you. You are adviced to refund the amount
immediately.

3. releasing of my dues of Rs. 6,37,200/- Response: the
money has been deducted since membership has been taken in
personal name and is retained by you for your personal use. You
may choose to surrender or transfer the same to company
(subject to fulfillment of club rules), post which company may
consider the request.

4. sharing the credentials for my ESOPs as per your emails
dated 6 Nov 2023 from Puneet and dated 8 Nov 2023 from
Vikrant goyal - Response: Team is already in touch with you,
and the same is a different issue altogether, therefore retaining
money wrongly transferred is illegal.

5. share the details of procedure, policy and forms for
redeeming my ESOPs subject to any applicable taxes as stated
in your trail email dated 5 Jan 2024. Response: Team is already
in touch with you, and the same is a different issue altogether,
therefore retaining money wrongly transferred is illegal."

In view of the above, we state that you are completely wrong in
stating that the Company is withholding dues, in fact it is the
other way round where you are taking unfair advantage of an
inadvertent error at our end.
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You are finally requested to return the money wrongly
transferred forthwith. In case you fail to return the same within 5
days, we will now transfer this issue to external agencies for
recovery of the money. Further, as mentioned in your
communication, in case you wish to resolve any issue(s) (if any),
amicably, as a first step, you must return the entire money that
has been wrongly transferred forthwith.

Regards,
HROps Team

On Sun, Jan 14, 2024 at 9:16 PM prabhu v
<[email protected]> wrote:

++ bhavin, thampy / ceos

HROPs,

Further, your mail under reply is misconceived and all the
allegations made therein are baseless and imaginary, to cover
your lacunae and lapses and; conveniently keep the truth in
dark. I am extremely shocked and surprised by your act and
omission to selectively reply and remain evasive from time to
time to suit your needs and convenience. Therefore, I
vehemently state that, I have not intermingled anything as
purported. On the contrary, you have been withholding the
payments due to me, on one pretext or other despite my
repeated follow ups.

I reiterate that you have no right to withhold my dues under
'other deductions' in the absence of my consent, undertaking,
indemnity or agreement with the company to that extent.

HC-KAR

Accordingly, club membership in Bangalore was given to me in
my name as a perquisite (to avoid company's role in enticing and
or influencing any officer / authority if any allegation or situation
that may arise) for the financial year 2022-23. In recognition of
my performance in discharging various assignments in my new
role, applications were signed by CEO, Bhavin Pandya, in
pursuance of the management's decision to take more
memberships in other clubs. It is pertinent to note that, I have
served the company for said financial year 2022-23, that there
was no pre-condition to the club membership as the same was
budgeted and approved as pure OPEX for the said period along
with consultants' fees, retainer fees, cost of fire arms license for
my personal protection, cost of security for my life, etc

I reiterate the averments in my reply dated 23 Dec 2023 that,
the company has a clear policy for approval in releasing any
loans, advances, payments to third party/ies on behalf of the
employee after obtaining an undertaking in writing, execution of
indemnity bond by the employee, for securing repayment to the
company. I have neither given any undertaking nor executed any
indemnity bond nor agreed in any manner, either express or
implied for repayment since the same was given as a perquisite
to me. Further, in lieu of the payment made towards club
membership, I was not given bonus for the year 2022-23. Such
being the case, withholding my dues, particularly having clearly
stated in my relieving letter that there are no due from me
demonstrates your after-thoughts and arbitrariness. Therefore,
aren't the company's claims now imaginary and dilatory tactic to
release my legal dues which is sheer dismay to a true and loyal
former employee. I am astonished to know you recognising me,
to be senior ex-employee. Did no one realise about my seniority
when tyrant manager being nefarious and vicious, demanded
illegal and impossible things from me to hide his lacunae,
humiliated and abused me, senior police officers including IPS,
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forced me to report to his personal secretary, which even Thampy
as founder has never did or expected.

Therefore,

For the foregoing reasons, the question of withholding the
amount towards the club membership does not arise at all.

Under the circumstances, considering your requests, response
and clarifications, I reiterate that :

i. all my averments are factual positions with substantiations and
records

ii. am willing to settle amicably and refund any excess payment
subject to company

a. releasing of my dues of Rs. 6,37,200/-

b. sharing the credentials for my ESOPs as per your emails dated 6
Nov 2023 from Puneet and dated 8 Nov 2023 from Vikrant goyal

c. share the details of procedure, policy and forms for redeeming
my ESOPs subject to any applicable taxes as stated in your trail
email dated 5 Jan 2024.

I have time and again patiently demonstrated and reiterated my
clear intent to address and settle amicably and have shown my
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bonafides.

In anticipation of a prompt and fair response and resolution.

Rgds,
Prabhu

From: HR ops <[email protected]>
Sent: Fri, 05 Jan 2024 16:50:32
To: prabhu v <[email protected]>
Subject: Re: Immediate refund of wrongly transferred money

Hi Prabhu,

We write in response to your email dated 23.12.2023.

HC-KAR

Regards,
HROps Team

On Sat, Dec 23, 2023 at 4:20 PM prabhu v
<[email protected]> wrote:

++ bhavin, thampy / ceos

HROps,

Further without addressing the open points on short payment
and ESOPs, you have sent an email on 28 Nov 2023 (Subject :
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Fwd : Comprehensive Document for Full and Final Settlement)
(email attached), stating : 'With this, we have completed the
response to all your concerns and queries. This will be our
final response on email to you. Also, beyond the queries
around your settlement.......' which demonstrates your intent
not to address the open issues/settlement eventually causing
hardship to the gullible and vulnerable.

Further, I reiterate that :

(i) all my averments are factual positions with substantiations
and records
(ii) am willing to settle amicably and refund any excess payment
subject to company

(a) releasing of my dues of Rs. 6,37,200/-

(b) sharing the credentials for my ESOPS as per your
emails dated 6 Nov 2023 from Puneet and dated 8 Nov 2023
from Vikrant goyal

Further, I request you to reconsider the buyback of ESOPs in the
manner as done to former employees Sandeep Agarwala,
Siddarth Banerjee, etc.

In anticipation of a prompt and reasonable response.

Rgds,
Prabhu
Mob : 9743 868844

From: HR ops <[email protected]>
Sent: Fri, 22 Dec 2023 15:38:01
To: V v <[email protected]>

Subject: Immediate refund of wrongly transferred money

Hi Prabhu,

We write to you in furtherance of our various discussions
regarding an inadvertent human error that triggered a transaction
in our systems. While we have explained you the issue in detail
over several calls, however, your fragile attempt to misuse an
inadvertent human error, inordinate and unexplainable delay in
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returning of money inadvertently transferred to say the least is
unwarranted and uncalled.

Regards,
HROps Team

Annexure-33

From: "prabhu v"<[email protected]>
Sent: Fri, 02 Feb 2024 23:11:30
To:
"trivikramanthampy"<[email protected]>,"bh
avinpandya"<[email protected]>
Subject: Re: Immediate refund of wrongly transferred money

Hi Vikram, Bhavin,

Hope you are doing well !!
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Though I have repeatedly informed in my earlier
correspondences (copies to you as well) to settle amicably,
please see the threat mail in trail from HR (for engaging recovery
agents) harassing me without releasing my legal dues (salary
dues and ESOPs) under the guise of afterthought claims in
connivance with Sameer demonstrating their arbitrary and high
handedness for questioning the excess payment made to HR
consultancy firms against industry standards of 8.33% among
other reasons stated in earlier correspondences.

This is despite my willingness to settle amicably upon the
request from the company. I request your intervention to settle
this issue before I am compelled to take steps to protect my
rights and interests.

Regards,
Prabhu

Mob : 9743 868844

From: HR ops <[email protected]>
Sent: Tue, 30 Jan 2024 18:03:19
To: prabhu v <[email protected]>

Subject: Re: Immediate refund of wrongly transferred money

Hi Prabhu,

HC-KAR

We are surprised that you are denying intermingling of issues.
Your communications are self-evident that you are raising issues
which have no co-relation with the present issue of return of
money inadvertently transferred. We reiterate that you have no
right to retain the same under any pretext or circumstances. We
have on numerous occasions informed you that the transaction
dated 29.11.2023 is an inadvertent error and the same needs to
be reversed forthwith. Despite our several follow ups, you on one
pretext or the other have maliciously failed to return the money.
Your conduct of retaining the money without any basis is illegal,
malafide and unacceptable. Further, in view of your malafide
conduct, we had to approach the Bank to protect our interest.
Accordingly, the Bank has created a lien for the wrongly
transferred amount.

HC-KAR

We also observe that you continue to be evasive, raising non-
existent issues to somehow retain the wrongly transferred
amount resulting into wrongful gain for you and wrongful loss to
us. In this regard, we state that the settlement of dues is always
done at the time of exit during F&F of an employee, and you
were no exception. The Company is well within its rights to
deduct amounts such as club membership without any
undertaking or consent etc. at the time of exit, since the same
was taken during course of employment and the Company paid
for the same. The deduction was done since membership by you
was taken in your personal name (you misrepresented that there
is no corporate membership). In case you do not wish to
continue with the membership subject to rules of the club, you
may surrender the same, however it certainly cannot lead to a
situation where the membership is availed by you in personal
capacity and the cost of the same are borne by the Company for
your leisure. The absurdity that you are trying to achieve is illegal
and completely unacceptable to us.

As far as your conclusions in email dated 14.01.2024 are
concerned, we deny the same inter alia for being false,
mischievous and misleading. Without prejudice, kindly find our
response to the same:

• "in the absence of any undertaking or consent from me for
repayment; Response: There is no occasion or process of
undertaking or consent as the membership has been taken in
personal name by misrepresenting that no corporate
membership is available. Further, the membership was given for
the purposes of undertaking your role while you were in the
Company and considering that you have exited the Company,
there is no requirement for the Company to provide you any club
membership. Also, please note that the Company at the stage of
F&F is well within its right to deduct the amount due. Post
deduction the amounts due to you basis F&F have already been
paid.
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• in the absence of any pre-condition for repayment while
approving or even before making payment towards the club
membership; Response: The membership was to be taken in
the name of the company, however it was misrepresented that
there is no corporate membership basis which, while you were in
employment earlier payment was made, now that you have
exited the company, either transfer the membership to the
Company or else if you are retaining the membership in your
individual name, you have to pay for the membership. Under no
pretext or circumstances will the Company pay for the
membership that was to be of the Company and for the benefit
of the Company but has been taken by you in your name and
also retained after your exit from the Company.

• company's specific instructions to avail more club memberships
and signing application for other club; Response: The
membership was to be taken in the name of the company,
however it was misrepresented that there is no corporate
membership basis which, while you were in employment earlier
payment was made. Company availing of more memberships in
its name has no co-relation with the present situation which
relates to membership is in personal name.

• non-payment of bonus for 2022-23 in lieu of payment made to
club membership; Response: This is clearly an afterthought as
bonus was not paid since your performance and rating was
lower than what was expected. In the absence of you being
eligible for bonus, the question or the need for the Company to
pay the club membership as bonus does not arise. You are put
to strict proof to show where the Company agreed to pay the
club membership in lieu of the bonus.

• the costs towards membership being budgeted and approved as
opex along with other expenses for discharging the duties during
the year 2022-23; Response: As stated above the charges were
paid basis your misrepresentation that no corporate membership
is available, while you were in employment, however that in no
manner accrues a right in your favour to claim membership post
exit as well. Also, how the club membership is treated in the
books of accounts of the Company has no relevance to the
recovery of the amount considering your exit from the Company
and the membership being retained by you for your individual
use.

• I having fully served the financial year 2022-23; Response: F&F
has accordingly been paid. Further, you continue to retain the
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F&F inadvertently paid to you twice, which ought to have been
returned by you immediately.

• no specific communication till the last day of my serving about
any repayment of club membership; Response: There was no
occasion to send the same as it is common practice to deduct
such charges at the stage of F&F only. Also, the assets of the
company including the computer were with you till the last day
and it is a normal process that the F&F is paid later after looking
into all the details and return of the assets and the company
properties.

• specifically mentioning that there are no dues from me in my
relieving letter; Response: F&F is done after issuance of
relieving letter and all such deductions happen at the stage of
F&F only.
Under the circumstances, considering your requests, response
and clarifications, I reiterate that:

1. all my averments are factual positions with
substantiations and records - Response: we put you to strict
proof for the same as this is completely incorrect.

5. share the details of procedure, policy and forms for
redeeming my ESOPs subject to any applicable taxes as stated
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in your trail email dated 5 Jan 2024. Response: Team is already
in touch with you, and the same is a different issue altogether,
therefore retaining money wrongly transferred is illegal."

Regards,
HROps Team

On Sun, Jan 14, 2024 at 9:16 PM prabhu v
<[email protected]> wrote:

++ bhavin, thampy / ceos

HROPs,

HC-KAR

I reiterate that you have no right to withhold my dues under
'other deductions' in the absence of my consent, undertaking,
indemnity or agreement with the company to that extent.

HC-KAR

was not given bonus for the year 2022-23. Such being the case,
withholding my dues, particularly having clearly stated in my
relieving letter that there are no due from me demonstrates your
after-thoughts and arbitrariness. Therefore, aren't the company's
claims now imaginary and dilatory tactic to release my legal dues
which is sheer dismay to a true and loyal former employee. I am
astonished to know you recognising me, to be senior ex-
employee. Did no one realise about my seniority when tyrant
manager being nefarious and vicious, demanded illegal and
impossible things from me to hide his lacunae, humiliated and
abused me, senior police officers including IPS, forced me to
report to his personal secretary, which even Thampy as founder
has never did or expected.

Therefore,

For the foregoing reasons, the question of withholding the
amount towards the club membership does not arise at all.

Under the circumstances, considering your requests, response
and clarifications, I reiterate that :

i. all my averments are factual positions with substantiations and
records

ii. am willing to settle amicably and refund any excess payment
subject to company
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a. releasing of my dues of Rs. 6,37,200/-

b. sharing the credentials for my ESOPs as per your emails dated 6
Nov 2023 from Puneet and dated 8 Nov 2023 from Vikrant goyal

c. share the details of procedure, policy and forms for redeeming
my ESOPs subject to any applicable taxes as stated in your trail
email dated 5 Jan 2024.

I have time and again patiently demonstrated and reiterated my
clear intent to address and settle amicably and have shown my
bonafides.

In anticipation of a prompt and fair response and resolution.

Rgds,
Prabhu

From: HR ops <[email protected]>
Sent: Fri, 05 Jan 2024 16:50:32
To: prabhu v <[email protected]>
Subject: Re: Immediate refund of wrongly transferred money

Hi Prabhu,

We write in response to your email dated 23.12.2023.
We are surprised that you are intermingling issues that have no
co-relation with the present issue, i.e, inadvertent human error of
wrongly transferring Rs. 20,54,029 on 29.11.2023. At the outset,
we reiterate that you have no right to retain the money
inadvertently transferred to you on 29.11.2023. We have on
numerous occasions informed you that the transaction dated
29.11.2023 is an inadvertent error and the same needs to be
reversed forthwith since you have no right to retain the amount
wrongly transferred. Despite our several follow ups, you on one
pretext or the other have maliciously failed to return the money.
Your conduct of retaining the money without any basis is illegal,
malafide and unacceptable. We observe that your continuous
evasive conduct is deliberate and ill founded to state the least. It
would also not be out of place to mention that similar issue had
arisen with three more employees and all of them have duly
returned the money wrongly transferred to them.

As far as your F&F is concerned, we state that you are
deliberately creating, confusing and mixing issues with the
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present issue. While we have already informed you that the
transaction dated 29.11.2023 has no connection with your
imaginary issues, you are illegally holding on to the money
wrongly transferred to you on 29.11.2023. It is shocking and
surprising that such a senior ex-employee is indulging into
dilatory tactics, despite knowing fully well that you are not
entitled to retain the money inadvertently transferred.

HC-KAR

Regards,
HROps Team

On Sat, Dec 23, 2023 at 4:20 PM prabhu v
<[email protected]> wrote:

++ bhavin, thampy / ceos

HROps,

HC-KAR

Further, I reiterate that :

(i) all my averments are factual positions with substantiations
and records

(ii) am willing to settle amicably and refund any excess payment
subject to company

(a) releasing of my dues of Rs. 6,37,200/-

(b) sharing the credentials for my ESOPS as per your
emails dated 6 Nov 2023 from Puneet and dated 8 Nov 2023
from Vikrant goyal

Further, I request you to reconsider the buyback of ESOPs in the
manner as done to former employees Sandeep Agarwala,
Siddarth Banerjee, etc.

In anticipation of a prompt and reasonable response.

Rgds,
Prabhu
Mob : 9743 868844

From: HR ops <[email protected]>
Sent: Fri, 22 Dec 2023 15:38:01
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To: V v <[email protected]>

Subject: Immediate refund of wrongly transferred money

Hi Prabhu,

Regards,
HROps Team
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15. A perusal of the aforesaid documents including the

correspondence between the parties will clearly indicate that there

is a serious dispute between the petitioners and the 2nd respondent

as regards the sum of Rs.6,37,200/- paid by the petitioners towards

club membership charges of the 2nd respondent as well as the sum

of Rs.20,54,029/- paid by the petitioners to the 2nd respondent on

29.11.2023; in fact, in the complaint itself, the 2nd respondent refers

to this dispute and proceeds to file the impugned complaint, which

is clearly an attempt to convert a predominantly, overwhelmingly

and essentially a civil/monetary/financial dispute into a criminal

dispute by giving the same a criminal flavour/colour with malafide

intentions and ulterior motives especially after continuous

correspondence between the parties spread over a period of more

than two months during which both parties made allegations and

counter allegations against each other and consequently, the

impugned proceedings deserve to be quashed on this score also.

16. A perusal of the e-mail communication addressed by

the 2nd respondent to the petitioners referred to supra, will indicate

that the allegations made in the impugned complaint are

conspicuously absent in the said emails of the 2nd respondent and
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the allegations are contained/found for the first time in the

impugned complaint dated 06.02.2024, that too after more than

three months of continuous correspondence, which clearly

indicates that the allegations made by the 2nd respondent in the

complaint for the alleged offences are clearly an after thought and

a counter blast to the claim/demand made by the petitioners

against the 2nd respondent for repayment / refund of Rs.20,54,029/-

said to have been paid by them to the 2nd respondent on

29.11.2023 and on this ground also, the impugned proceedings

deserve to be quashed.

17. It is well settled that time and again the Apex Court and

this Court have held that it is impermissible to convert and give a

criminal colour / flavour to an essentially, predominantly and

overwhelmingly civil dispute which is impermissible in law and such

criminal proceedings deserve to be quashed.

18. In the case of Joseph Salvaraj A vs. State of Gujarath

& others - (2011) 7 SCC 59, the Apex Court held as under:-

14. Learned counsel for the Appellant contended that even after
going through the FIR, no case under Section 406 or 420 of the Penal
Code was made out.
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The FIR was filed by a person who is indisputably not a
contracting party and at best by his own admission, had acted only
as a mediator, and had no cause of action to file the complaint. He
has failed to produce any evidence worth the name in support of his
allegation and legally acceptable that the contract was concluded,
where under the Appellant was obliged to pay a sum of Rs.10 lacs to
Mr. Lalabhai.

15. The allegations in the F.I.R. clearly discloses a civil
dispute between the parties and the FIR seems to have been filed
only with an intention to harass and humiliate the Appellant. This was
a pre-emptive move by the Complainant.

16. A summary Civil Suit under Order 37 Rule II of Code of
Civil Procedure (hereinafter to be referred as 'CPC') has already
been filed by Dharmendra P. Rami @ Laldbhai against the Appellant
and the Respondent No.4, Complainant herein, before the City Civil
Court, Ahmedabad claiming a sum of Rs. 10 lacs together with
interest thereon. In the said suit an unconditional leave to defend has
already been granted to the Appellant and the matter is still pending.
In the light of the aforesaid submissions, it was contended that it is a
fit case where the FIR deserves to be quashed otherwise the same
would amount to abuse of the process of law.

17. On the other hand, the learned counsel for Respondents
especially Respondent No. 4, contended that intention to cheat the
complainant was clearly made out by the action of the Appellant,
ultimately resulting in lodging of F.I.R. against Appellant and
Respondent No.4 both. Learned Single Judge was fully justified in
rejecting the Crl. A. @ S.L.P. (Crl.) No.2409 of 2007 Appellant's
Petition as it was not a fit case to invoke the jurisdiction conferred on
the court under Section 482 of the CrPC. Thus, a prayer was made
that no case for interference was made out and the Appeal be
dismissed.

18. In the light of the rival contentions we have to examine
whether cognizance of the offences could have been taken by the
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Competent Criminal Court in the light of the averments made by the
complainant in the FIR.

19. Even though the learned counsel appearing for
contesting parties have cited numerous authorities in support of their
respective contentions, but in view of the well settled legal position of
law, by long catena of cases of this Court, on this and related points,
we are not dealing with each one of them separately and
independently. However, the ratio and gist of these would be
reflected in our order.

20. In the instant case, we have to first examine Crl. A. @
S.L.P. (Crl.) No.2409 of 2007 whether any of the ingredients under
Section 406, 420 or 506 (1) of the IPC have been made out to enable
the Court to take cognizance thereof against the appellant or not.
Bare perusal of the FIR lodged by the complainant, would indicate
that he had got in touch with the appellant so as to extend the benefit
of Appellant's Channel "GOD TV" to his other brethren residing at
Ahmedabad. For the said purposes, he had met the owner of Siti
Cable, Bapi Nagar in Ahmedabad and negotiated a settlement for a
sum of Rs. 10 lacs on behalf of the Appellant's Company as the fee
to be paid to Siti cable by Appellant for telecast of channel "God TV"
in Ahmedabad. Further grievance of the Complainant was that
despite the telecast of "GOD TV", the Appellant, as promised, failed
to pay a sum of Rs. 10 lacs to the owners of Siti cables. This is what
has been mentioned in nutshell in the complainant's FIR. We have
grave doubt, in our mind whether on such averments and allegations,
even a prima facie case of the aforesaid offences could be Crl. A. @
S.L.P. (Crl.) No.2409 of 2007 made out against the present appellant.

19. In the case of Paramjeet Batra vs. State of

Uttarakhand - AIR OnLine 2012 SC 724, the Apex Court held as

under:-
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7. While exercising its jurisdiction under Section 482 of the Code
the High Court has to be cautious. This power is to be used sparingly and
only for the purpose of preventing abuse of the process of any court or
otherwise to secure ends of justice. Whether a complaint discloses a
criminal offence or not depends upon the nature of facts alleged therein.
Whether essential ingredients of criminal offence are present or not has
to be judged by the High Court. A complaint disclosing civil transactions
may also have a criminal texture. But the High Court must see whether a
dispute which is essentially of a civil nature is given a cloak of criminal
offence. In such a situation, if a civil remedy is available and is, in fact,
adopted as has happened in this case, the High Court should not
hesitate to quash criminal proceedings to prevent abuse of process of
court.
8. As we have already noted, here the dispute is essentially
about the profit of the hotel business and its ownership. The pending
civil suit will take care of all those issues. The allegation that forged
and fabricated documents are used by the appellant can also be
dealt with in the said suit. Respondent 2's attempt to file similar
complaint against the appellant having failed, he has filed the present
complaint. The appellant has been acquitted in another case filed by
respondent 2 against him alleging offence under Section 406 of the
IPC. Possession of the shop in question has also been handed over
by the appellant to respondent 2. In such a situation, in our opinion,
continuation of the pending criminal proceedings would be abuse of
the process of law. The High Court was wrong in holding otherwise.

9. In the circumstances, the impugned order dated 29/9/2011
passed by the Uttarakhand High Court is set aside. The entire
proceedings of Criminal Case No. 723/2005 (charge-sheet No.
32/2005), and the order of cognizance dated 22/3/2005 passed
thereon by the Judicial Magistrate, Khatima, District Udham Singh
Nagar against the appellant, respondents 3 and 4 and against
accused Rajpal for the offences punishable under Sections 406, 420,
467, 468, 471, 447, 448 read with Section 34 of the IPC are quashed
and set aside. This order will however have no effect on the pending
civil suit between the parties. Needless to say that the court, seized
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of the said suit, shall decide it independently and in accordance with
law.

20. In the case of Satish Chandra Ratanlal Shah vs. State

of Gujarath - (2019) 9 SCC 148, the Apex Court held as under:-

11. Coming to the aspect of quashing of the charges, it is well
settled that such exercise needs to be undertaken by the High Court in
exceptional cases. It is also well settled that the framing of charges
being initial stages in the trial process, the court therein cannot base the
decision of quashing the charge on the basis of the quality or quantity of
evidence rather the enquiry must be limited to a prima facie
examination. [refer to State of Bihar vs. Ramesh Singh, 1977 CriLJ
1606].
12. Having observed the background principles applicable
herein, we need to consider the individual charges against the
appellant. Turning to Section 405 read with 406 of IPC, we observe
that the dispute arises out of a loan transaction between the parties.
It falls from the record that the respondent no.2 knew the appellant
and the attendant circumstances before lending the loan. Further it is
an admitted fact that in order to recover the aforesaid amount, the
respondent no. 2 had instituted a summary civil suit which is still
pending adjudication. The law clearly recognizes a difference
between simple payment/investment of money and entrustment of
money or property. A mere breach of a promise, agreement or
contract does not, ipso facto, constitute the offence of the criminal
breach of trust contained in Section 405 IPC without there being a
clear case of entrustment.

13. In this context, we may note that there is nothing either in
the complaint or in any material before us, pointing to the fact that
any property was entrusted to the appellant at all which he
dishonestly converted for his own use so as to satisfy the ingredients
of Section 405 punishable under Section 406 of IPC. Hence the
learned Magistrate committed a serious error in issuing process
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against the appellants for the said offence. Unfortunately, the High
Court also failed to correct this manifest error.

14. Now coming to the charge under Section 415 punishable
under Section 420 of IPC. In the context of contracts, the distinction
between mere breach of contract and cheating would depend upon
the fraudulent inducement and mens rea. (See Hridaya Ranjan
Prasad Verma v. State of Bihar, (2000) 4 SCC 168). In the case
before us, admittedly the appellant was trapped in economic crisis
and therefore, he had approached the respondent no. 2 to ameliorate
the situation of crisis. Further, in order to recover the aforesaid
amount, the respondent no. 2 had instituted a summary civil suit
seeking recovery of the loan amount which is still pending
adjudication. The mere inability of the appellant to return the loan
amount cannot give rise to a criminal prosecution for cheating unless
fraudulent or dishonest intention is shown right at the beginning of
the transaction, as it is this mens rea which is the crux of the offence.
Even if all the facts in the complaint and material are taken on their
face value, no such dishonest representation or inducement could be
found or inferred.

21. In the case of Naresh Kumar & Another vs. State of

Karnataka - 2024 INSC 196, the Apex Court held as under:-

4. Having heard the learned counsel for both the parties, we are
of the considered view that the findings of the High Court on this aspect
are not correct. We do not agree with the findings arrived at by the High
Court for two reasons. Firstly, the dispute between the parties is
primarily, civil in nature. It is after all a question of how many bicycles the
complainant had assembled and the dispute between the parties is only
regarding the figure of bicycles and consequently of the amount liable to
be paid. This is a civil dispute. The complainant has not been able to
establish that the intention to cheat the complainant was there with the
appellants right from the beginning. Merely because the appellants admit
that only 28,995 bicycles were assembled, but they have admittedly paid
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an amount of Rs. 62,01,746/- to the complainant, which is of a much
higher number of bicycles, would not prove that the intention of the
appellants right from the beginning was to cheat. This amount i.e. the
additional amount of Rs. 26 lacs have been paid by the appellants
pursuant to a settlement. The reasons and the logic for arriving at a
settlement are quite different. In this case it seems, it is primarily to bring
a quietus to the dispute and to have peace and to avoid litigation. The
mere fact that the appellants have paid an additional amount pursuant to
the settlement, cannot be presumed as an act of cheating. Moreover, the
complainant does not deny the fact that a settlement was reached
between the parties though he says he was coerced into the settlement.
He does not dispute that the additional amount paid by the appellants
under the terms of the compromise deed, which is an amount of
Rs.25,75,442 (after deducting TDS) was received by the complainant, as
this amount has been received in a bank transaction through NEFT on
29.12.2017. The allegation that the complainant was coerced into a
settlement, looks unlikely for two reasons. First, there is no FIR or
Complaint that the complainant was coerced into this settlement.
Secondly, this amount was duly accepted by the complainant.
5. Under these circumstances, we are of the considered view
that this is a case where the inherent powers should have been
exercised by the High Court under Section 482 of the Criminal
Procedure Code as the powers are there to stop the abuse of the
process and to secure the ends of justice.

6. In the case of Paramjeet Batra v. State of Uttarakhand
(2013) 11 SCC 673, this Court recognized that although the inherent
powers of a High Court under Section 482 of the Code of Criminal
Procedure should be exercised sparingly, yet the High Court must
not hesitate in quashing such criminal proceedings which are
essentially of a civil nature. This is what was held:

"12. While exercising its jurisdiction under
Section 482 of the Code the High Court has to be
cautious. This power is to be used sparingly and only
for the purpose of preventing abuse of the process of
any court or otherwise to secure ends of justice.
Whether a complaint discloses a criminal offence or
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not depends upon the nature of facts alleged therein.
Whether essential ingredients of criminal offence are
present or not has to be judged by the High Court. A
complaint disclosing civil transactions may also have
a criminal texture. But the High Court must see
whether a dispute which is essentially of a civil
nature is given a cloak of criminal offence. In such a
situation, if a civil remedy is available and is, in fact,
adopted as has happened in this case, the High
Court should not hesitate to quash the criminal
proceedings to prevent abuse of process of the
court." (emphasis supplied) Relying upon the
decision in Paramjeet Batra (supra), this Court in
Randheer Singh v. State of U.P. (2021) 14 SCC 626,
observed that criminal proceedings cannot be taken
recourse to as a weapon of harassment. In Usha
Chakraborty & Anr. v. State of West Bengal & Anr.
2023 SCC OnLine SC 90, relying upon Paramjeet
Batra (supra) it was again held that where a dispute
which is essentially of a civil nature, is given a cloak
of a criminal offence, then such disputes can be
quashed, by exercising the inherent powers under
Section 482 of the Code of Criminal Procedure.

7. Essentially, the present dispute between the parties
relates to a breach of contract. A mere breach of contract, by one of
the parties, would not attract prosecution for criminal offence in every
case, as held by this Court in Sarabjit Kaur v. State of Punjab and
Anr. (2023) 5 SCC 360. Similarly, dealing with the distinction
between the offence of cheating and a mere breach of contractual
obligations, this Court, in Vesa Holdings (P) Ltd. v. State of Kerala,
(2015) 8 SCC 293, has held that every breach of contract would not
give rise to the offence of cheating, and it is required to be shown
that the accused had fraudulent or dishonest intention at the time of
making the promise.

8. In the case at hand, the dispute between the parties was
not only essentially of a civil nature but in this case the dispute itself
stood settled later as we have already discussed above. We see no
criminal element here and consequently the case here is nothing but
an abuse of the process. We therefore allow the appeal and set aside
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the order of the High Court dated 02.12.2020. The criminal
proceedings arising out of FIR No.113 of 2017 will hereby stand
quashed.

22. In the case of Lalith Chaturvedi vs. State of Uttar

Pradesh - 2024 SCC Online SC 171, it was held as under:-

5. This Court, in a number of judgments, has pointed out the
clear distinction between a civil wrong in the form of breach of contract,
non-payment of money or disregard to and violation of the contractual
terms; and a criminal offence under Sections 420 and 406 of the IPC.
Repeated judgments of this Court, however, are somehow overlooked,
and are not being applied and enforced. We will be referring to these
judgments. The impugned judgment dismisses the application filed by the
appellants under Section 482 of the Cr. P.C. on the ground of
delay/laches and also the factum that the chargesheet had been filed on
12.12.2019. This ground and reason is also not valid.
6. In "Mohammed Ibrahim v. State of Bihar", this Court had
referred to Section 420 of the IPC, to observe that in order to
constitute an offence under the said section, the following ingredients
are to be satisfied:--

"18. Let us now examine whether the
ingredients of an offence of cheating are made out.
The essential ingredients of the offence of
"cheating" are as follows:
(i) deception of a person either by making a
false or misleading representation or by dishonest
concealment or by any other act or omission;
(ii) fraudulent or dishonest inducement of
that person to either deliver any property or to
consent to the retention thereof by any person or to
intentionally induce that person so deceived to do
or omit to do anything which he would not do or
omit if he were not so deceived; and
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(iii) such act or omission causing or is likely
to cause damage or harm to that person in body,
mind, reputation or property.
19. To constitute an offence under section
420, there should not only be cheating, but as a
consequence of such cheating, the accused should
have dishonestly induced the person deceived
(i) to deliver any property to any person, or
(ii) to make, alter or destroy wholly or in part
a valuable security (or anything signed or sealed
and which is capable of being converted into a
valuable security)."

7. Similar elucidation by this Court in "V.Y. Jose v. State of
Gujarat", explicitly states that a contractual dispute or breach of
contract per se should not lead to initiation of a criminal proceeding.
The ingredient of 'cheating', as defined under Section 415 of the IPC,
is existence of a fraudulent or dishonest intention of making initial
promise or representation thereof, from the very beginning of the
formation of contract. Further, in the absence of the averments made
in the complaint petition wherefrom the ingredients of the offence can
be found out, the High Court should not hesitate to exercise its
jurisdiction under Section 482 of the Cr. P.C. Section 482 of the Cr.
P.C. saves the inherent power of the High Court, as it serves a
salutary purpose viz. a person should not undergo harassment of
litigation for a number of years, when no criminal offence is made
out. It is one thing to say that a case has been made out for trial and
criminal proceedings should not be quashed, but another thing to say
that a person must undergo a criminal trial despite the fact that no
offence has been made out in the complaint. This Court in V.Y. Jose
(supra) placed reliance on several earlier decisions in "Hira Lal Hari
Lal Bhagwati v. CBI", "Indian Oil Corporation v. NEPC India Ltd."7,
"Vir Prakash Sharma v. Anil Kumar Agarwal" and "All Cargo Movers
(I) (P) Ltd. v. Dhanesh Badarmal Jain".

8. Having gone through the complaint, which was registered
as an FIR and the assertions made therein, it is quite clear that
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respondent no. 2/complainant - Sanjay Garg's grievance is regarding
failure of the appellants to pay the outstanding amount, in spite of the
respondent no. 2/complainant - Sanjay Garg's repeated demands.
The respondent no. 2/complainant - Sanjay Garg states that the
supplies were made between the period 01.12.2015 and 06.08.2017.
The appellants had made the payments from time to time of Rs.
3,76,40,553/- leaving a balance of Rs. 1,92,91,358/-.

9. We will assume that the assertions made in the complaint
are correct, but even then, a criminal offence under Section 420 read
with Section 415 of the IPC is not established in the absence of
deception by making false and misleading representation, dishonest
concealment or any other act or omission, or inducement of the
complainant to deliver any property at the time of the contract(s)
being entered. The ingredients to allege the offence are neither
stated nor can be inferred from the averments. A prayer is made to
the police for recovery of money from the appellants. The police is to
investigate the allegations which discloses a criminal act. Police does
not have the power and authority to recover money or act as a civil
court for recovery of money.

10. The chargesheet also refers to Section 406 of the IPC,
but without pointing out how the ingredients of said section are
satisfied. No details and particulars are mentioned. There are
decisions which hold that the same act or transaction cannot result in
an offence of cheating and criminal breach of trust simultaneously.
For the offence of cheating, dishonest intention must exist at the
inception of the transaction, whereas, in case of criminal breach of
trust there must exist a relationship between the parties whereby one
party entrusts another with the property as per law, albeit dishonest
intention comes later. In this case entrustment is missing, in fact it is
not even alleged. It is a case of sale of goods. The chargesheet does
refer to Section 506 of the IPC relying upon the averments in the
complaint. However, no details and particulars are given, when and
on which date and place the threats were given. Without the said
details and particulars, it is apparent to us, that these allegations of
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threats etc. have been made only with an intent to activate police
machinery for recovery of money.

11. It is for the respondent no. 2/complainant - Sanjay Garg
to file a civil suit. Initiation of the criminal process for oblique
purposes, is bad in law and amounts to abuse of process of law.

12. In view of the aforesaid discussion, the impugned
judgment is set aside and the present appeal is allowed quashing the
FIR and resultant proceedings, including the chargesheet.

23. In the case of A.M.Mohan vs. State represented by

SHO & Anr. - 2024 INSC 233, the Apex Court held as under:-

10. The Court has also noted the concern with regard to a
growing tendency in business circles to convert purely civil disputes into
criminal cases. The Court observed that this is obviously on account of
a prevalent impression that civil law remedies are time consuming and
do not adequately protect the interests of lenders/creditors. The Court
also recorded that there is an impression that if a person could
somehow be entangled in a criminal prosecution, there is a likelihood of
imminent settlement. The Court, relying on the law laid down by it in the
case of G. Sagar Suri and Another v. State of U.P. and Others held that
any effort to settle civil disputes and claims, which do not involve any
criminal offence, by applying pressure through criminal prosecution
should be deprecated and discouraged. The Court also observed that
though no one with a legitimate cause or grievance should be prevented
from seeking remedies available in criminal law, a complainant who
initiates or persists with a prosecution, being fully aware that the
criminal proceedings are unwarranted and his remedy lies only in civil
law, should himself be made accountable, at the end of such
misconceived criminal proceedings, in accordance with law.

11. This Court, in the case of Prof. R.K. Vijayasarathy and
Another v. Sudha Seetharam and Another has culled out the
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ingredients to constitute the offence under Sections 415 and 420 of
IPC, as under:

"15. Section 415 of the Penal Code reads thus:
"415. Cheating.--Whoever, by deceiving any
person, fraudulently or dishonestly induces the person
so deceived to deliver any property to any person, or to
consent that any person shall retain any property, or
intentionally induces the person so deceived to do or
omit to do anything which he would not do or omit if he
were not so deceived, and which act or omission
causes or is likely to cause damage or harm to that
person in body, mind, reputation or property, is said to
"cheat"."
16. The ingredients to constitute an offence of
cheating are as follows:
16.1. There should be fraudulent or dishonest
inducement of a person by deceiving him:
16.1.1. The person so induced should be
intentionally induced to deliver any property to any
person or to consent that any person shall retain any
property, or 16.1.2. The person so induced should be
intentionally induced to do or to omit to do anything
which he would not do or omit if he were not so
deceived; and 16.2. In cases covered by 16.1.2. above,
the act or omission should be one which caused or is
likely to cause damage or harm to the person induced
in body, mind, reputation or property.
17. A fraudulent or dishonest inducement is an
essential ingredient of the offence. A person who
dishonestly induces another person to deliver any
property is liable for the offence of cheating.
18. Section 420 of the Penal Code reads thus:
"420. Cheating and dishonestly
inducing delivery of property.--
Whoever cheats and thereby dishonestly
induces the person deceived to deliver any property to
any person, or to make, alter or destroy the whole or
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any part of a valuable security, or anything which is
signed or sealed, and which is capable of being
converted into a valuable security, shall be punished
with imprisonment of either description for a term which
may extend to seven years, and shall also be liable to
fine."
19. The ingredients to constitute an offence
under Section 420 are as follows:
19.1. A person must commit the offence of
cheating under Section 415; and 19.2. The person
cheated must be dishonestly induced to
(a) deliver property to any person; or
(b) make, alter or destroy valuable security or
anything signed or sealed and capable of being
converted into valuable security.
20. Cheating is an essential ingredient for an act
to constitute an offence under Section 420."
12. A similar view has been taken by this Court in the cases
of Archana Rana v. State of Uttar Pradesh and Another4, Deepak
Gaba and Others v. State of Uttar Pradesh and Another5 and Mariam
Fasihuddin and Another v. State by Adugodi Police Station and
Another6.

13. It could thus be seen that for attracting the provision of
Section 420 of IPC, the FIR/complaint must show that the ingredients
of Section 415 of IPC are made out and the person cheated must
have been dishonestly induced to deliver the property to any person;
or to make, alter or destroy valuable security or anything signed or
sealed and capable of being converted into valuable security. In other
words, for attracting the provisions of Section 420 of IPC, it must be
shown that the FIR/complaint discloses:(2021) 3 SCC 751 : 2021
INSC 135 (2023) 3 SCC 423 : 2023 INSC 1 2024 SCC OnLine SC 58
: 2024 INSC 49

(i) the deception of any person;

(ii) fraudulently or dishonestly inducing that person to deliver
any property to any person; and
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(iii) dishonest intention of the accused at the time of making
the inducement.

14. The averments with regard to the present appellant as
have been found in the FIR is as under:

"At the instance of the said Lakshmanan
(accused No.1), I (complainant) paid directly Rs.
20,00,000/- to one Mohan (appellant-accused
No. 3) and the said Lakshmanan (accused
No.1) transferred the remaining sale
consideration of over 18 odd crores to Mohan
for the purchase of his lands at
Sunguvarchatram. But suppressed the
execution of sale deed dated 03.02.2017 by the
appellant/accused No.3."

15. A perusal thereof would reveal that even in the said
averments, the allegation with regard to inducement is only qua
accused No. 1. We have perused the entire FIR. Except the
aforesaid allegations, there are no other allegation with regard to the
present appellant-accused No. 3. The rest of the allegations are
against accused No. 1 (Lakshmanan). Even the allegations with
regard to inducement are only against accused Nos. 1 and 2.

16. Not only that, even in the charge-sheet, the only role
attributed to the present appellant could be found as follows:

"Thereafter, A2 had lured the
complainant once again saying that A1 is going
to layout the 9.80 acre land in Chittoor Village,
Thiruperumbudur Taluk, which is under A3's
general power of attorney and that the
complainant would gain huge profits if he
invests Rs. 2 crores in this project as well. A1
too, as he had already done, lured the
complainant that he would pay him a share out
of the profit, and executed a General Power of
Attorney Deed in favour of the complainant in
respect of the 9.80 acre land in Chittoor Village
in Thiruperumbudur Taluk which he purchased
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from A3 and registered it as Doc. No.
3733/2017 in Sunguvarchattiram Sub Registrar
Office on 03.02.2017, in a manner instilling
confidence in the complainant. ........
Moreover, upon instructions from A1 to
transfer Rs. 20,00,000/- to A3's Tamil Nadu
Mercantile Bank Account towards sale of the
land made by A3 to A1, the complainant had
transferred online a sum of Rs.20,00,000/- to
A3's Tamil Nadu Mercantile Bank Account from
his Yes Bank Account on 02.02.2017."

17. It could thus be seen that the only allegation against the
present appellant is that accused No. 1 executed the GPA in favour
of the complainant in respect of the land which is purchased from the
present appellant-accused No.3. The other allegation is that upon
instructions of accused No. 1 to transfer Rs. 20,00,000/- to accused
No. 3's Tamil Nadu Mercantile Bank Account towards sale of the land
made by the appellant-accused No.3 to accused No.1, the
complainant had transferred online a sum of Rs.20,00,000/-.

18. It is an undisputed position that upon receipt of the said
amount of Rs.20,00,000/-, the present appellant had transferred the
land in question by sale deed in favour of accused No.1. It is also
undisputed that thereafter accused No. 1 executed the GPA in favour
of the complainant on the same day. After the sale deed was
executed in favour of accused No.1 by the appellant-accused No.3,
though the complaint narrates various instances thereafter, no role is
attributed to the present appellant.

19. At the cost of repetition, it has to be noted that no role of
inducement at all has been attributed to the present appellant.
Rather, from the perusal of the FIR and the charge-sheet, it would
reveal that there was no transaction of any nature directly between
the appellant and the complainant. The version, if accepted at its face
value, would reveal that, at the instance of accused No. 1, the
complainant transferred the amount of Rs.20,00,000/- in the account
of the appellant. On receipt of the said amount, the appellant
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immediately executed the sale deed in favour of accused No.1, who
thereafter executed the GPA in favour of the complainant. After that,
no role is attributed to the present appellant and whatever happened
thereafter, has happened between accused No. 1, the complainant
and the other accused persons. In that view of the matter, we find
that the FIR or the charge-sheet, even if taken at its face value, does
not disclose the ingredients to attract the provision of Section 420 of
IPC qua the appellant.

20. The dishonest inducement is the sine qua non to attract
the provisions of Sections 415 and 420 of IPC. In our considered
view, the same is totally lacking qua the present appellant. In that
view of the matter, we find that continuation of the criminal
proceedings against the present appellant would be nothing else but
amount to abuse of process of law resulting in miscarriage of justice.

21. Insofar as the contention of the respondents that since
the charge-sheet has been filed, the present appeal is liable to be
dismissed, is concerned, it will be relevant to refer to the following
observations of this Court, in the case of Anand Kumar Mohatta and
Another v. State (NCT of Delhi), Department of Home and Another7:

"14. First, we would like to deal with the
submission of the learned Senior Counsel for
Respondent 2 that once the charge-sheet is filed,
petition for quashing of FIR is untenable. We do not
see any merit in this submission, keeping in mind
the position of this Court in Joseph Salvaraj A. v.
State of Gujarat [Joseph Salvaraj A. v. State of
Gujarat, (2011) 7 SCC 59 : (2011) 3 SCC (Cri) 23] .
In Joseph Salvaraj A. [Joseph Salvaraj A. v. State
of Gujarat, (2011) 7 SCC 59 : (2011) 3 SCC (Cri)
23] , this Court while deciding the question whether
the High Court could entertain the Section 482
petition for quashing of FIR, when the charge-sheet
was filed by the police during the pendency of the
Section 482 petition, observed : (SCC p. 63, para
16)
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"16. Thus, from the general
conspectus of the various sections under
which the appellant is being charged and
is to be prosecuted would show that the
same are not made out even prima facie
from the complainant's FIR. Even if the
charge-sheet had been filed, the learned
Single Judge [Joesph Saivaraj A. v.
State of Gujarat, 2007 SCC OnLine Guj
365] could have still examined whether
the offences alleged to have been
committed by the appellant were prima
facie made out from the complainant's
FIR, charge- sheet, documents, etc. or
not."
15. Even otherwise it must be remembered
that the provision invoked by the accused before
the High Court is Section 482 CrPC and that this
Court is (2019) 11 SCC 706 : 2018 INSC 1060
hearing an appeal from an order under Section 482
CrPC. Section 482 CrPC reads as follows:
"482. Saving of inherent powers
of the High Court.--Nothing in this Code
shall be deemed to limit or affect the
inherent powers of the High Court to
make such orders as may be necessary
to give effect to any order under this
Code, or to prevent abuse of the process
of any court or otherwise to secure the
ends of justice."
16. There is nothing in the words of this
section which restricts the exercise of the power of
the Court to prevent the abuse of process of court
or miscarriage of justice only to the stage of the
FIR. It is settled principle of law that the High Court
can exercise jurisdiction under Section 482 CrPC
even when the discharge application is pending
with the trial court [G. Sagar Suri v. State of U.P.,
(2000) 2 SCC 636, para 7 : 2000 SCC (Cri)
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513. Umesh Kumar v. State of
A.P., (2013) 10 SCC 591, para 20 :
(2014) 1 SCC (Cri) 338 : (2014) 2 SCC
(L&S) 237] . Indeed, it would be a
travesty to hold that proceedings
initiated against a person can be
interfered with at the stage of FIR but not
if it has advanced and the allegations
have materialised into a charge-sheet.
On the contrary it could be said that the
abuse of process caused by FIR stands
aggravated if the FIR has taken the form
of a charge-sheet after investigation.
The power is undoubtedly conferred to
prevent abuse of process of power of
any court." [emphasis supplied]

22. A similar view has been taken by this Court in the case of
Haji Iqbal alias Bala through S.P.O.A. v. State of U.P. and Others8.

23. In that view of the matter, contention in this regard has no
merit.

CONCLUSION

24. In the result, we are inclined to allow the appeal. The
order of the High Court dated 15th July 2022 in Criminal O.P.
No.20716 of 2020 and Criminal M.P. No. 8763 of 2020 is quashed
and set aside. The FIR in Crime No.21 of 2020 and the consequential
charge-sheet filed against the present appellant shall stand quashed
and set aside.

25. Pending application(s), if any, shall stand disposed of.

24. In the case of Delhi Race Club (1940) Ltd., & others

vs. State of Uttar Pradesh - 2024 SCC Online SC 2248, the

Apex Court held as under:-
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24. This Court in its decision in S.W. Palanitkar & Ors. v. State of
Bihar & Anr. reported in (2002) 1 SCC 241 expounded the difference in
the ingredients required for constituting an of offence of criminal breach
of trust (Section 406 IPC) viz-a-viz the offence of cheating (Section
420). The relevant observations read as under: -

"9. The ingredients in order to constitute a
criminal breach of trust are: (i) entrusting a person
with property or with any dominion over property, (ii)
that person entrusted (a) dishonestly
misappropriating or converting that property to his
own use; or (b) dishonestly using or disposing of
that property or wilfully suffering any other person
so to do in violation (i) of any direction of law
prescribing the mode in which such trust is to be
discharged, (ii) of any legal contract made, touching
the discharge of such trust.
10. The ingredients of an offence of
cheating are: (i) there should be fraudulent or
dishonest inducement of a person by deceiving him,
(ii)(a) the person so deceived should be induced to
deliver any property to any person, or to consent
that any person shall retain any property; or (b) the
person so deceived should be intentionally induced
to do or omit to do anything which he would not do
or omit if he were not so deceived; and (iii) in cases
covered by (ii)(b), the act of omission should be
one which causes or is likely to cause damage or
harm to the person induced in body, mind,
reputation or property."
25. What can be discerned from the above is that the
offences of criminal breach of trust (Section 406 IPC) and cheating
(Section 420 IPC) have specific ingredients. In order to constitute a
criminal breach of trust (Section 406 IPC): -

1) There must be entrustment with person for
property or dominion over the property, and

2) The person entrusted: -
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a) dishonestly misappropriated or converted
property to his own use, or

b) dishonestly used or disposed of the property or
willfully suffers any other person so to do in violation of:

i. any direction of law prescribing the method in
which the trust is discharged; or ii. legal contract touching
the discharge of trust (see: S.W.P. Palanitkar (supra).

Similarly, in respect of an offence under Section
420 IPC, the essential ingredients are: -

1) deception of any person, either by making a
false or misleading representation or by other action or by
omission;

2) fraudulently or dishonestly inducing any person
to deliver any property, or

3) the consent that any persons shall retain any
property and finally intentionally inducing that person to do
or omit to do anything which he would not do or omit (see:
Harmanpreet Singh Ahluwalia v. State of Punjab, (2009) 7
SCC 712 : (2009) Cr.L.J. 3462 (SC))

26. Further, in both the aforesaid sections, mens rea i.e.
intention to defraud or the dishonest intention must be present, and in
the case of cheating it must be there from the very beginning or
inception.

27. In our view, the plain reading of the complaint fails to
spell out any of the aforesaid ingredients noted above. We may only
say, with a view to clear a serious misconception of law in the mind of
the police as well as the courts below, that if it is a case of the
complainant that offence of criminal breach of trust as defined under
Section 405 of IPC, punishable under Section 406 of IPC, is
committed by the accused, then in the same breath it cannot be said
that the accused has also committed the offence of cheating as
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defined and explained in Section 415 of the IPC, punishable under
Section 420 of the IPC.

28. Every act of breach of trust may not result in a penal
offence of criminal breach of trust unless there is evidence of
manipulating act of fraudulent misappropriation. An act of breach of
trust involves a civil wrong in respect of which the person may seek
his remedy for damages in civil courts but, any breach of trust with a
mens rea, gives rise to a criminal prosecution as well. It has been
held in Hari Prasad Chamaria v. Bishun Kumar Surekha & Ors.,
reported in (1973) 2 SCC 823 as under:

"4. We have heard Mr. Maheshwari on behalf
of the appellant and are of the opinion that no case
has been made out against the respondents under
Section 420 Penal Code, 1860. For the purpose of
the present appeal, we would assume that the
various allegations of fact which have been made in
the complaint by the appellant are correct. Even after
making that allowance, we find that the complaint
does not disclose the commission of any offence on
the part of the respondents under Section 420 Penal
Code, 1860. There is nothing in the complaint to
show that the respondents had dishonest or
fraudulent intention at the time the appellant parted
with Rs. 35.000/- There is also nothing to indicate that
the respondents induced the appellant to pay them
Rs. 35,000/- by deceiving him. It is further not the
case of the appellant that a representation was made,
the respondents knew the same to be false. The fact
that the respondents subsequently did not abide by
their commitment that they would show the appellant
to be the proprietor of Drang Transport Corporation
and would also render accounts to him in the month
of December might create civil liability on the
respondents for the offence of cheating."
29. To put it in other words, the case of cheating and
dishonest intention starts with the very inception of the transaction.
But in the case of criminal breach of trust, a person who comes into
possession of the movable property and receives it legally, but
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illegally retains it or converts it to his own use against the terms of the
contract, then the question is, in a case like this, whether the
retention is with dishonest intention or not, whether the retention
involves criminal breach of trust or only a civil liability would depend
upon the facts of each case.

30. The distinction between mere breach of contract and the
offence of criminal breach of trust and cheating is a fine one. In case
of cheating, the intention of the accused at the time of inducement
should be looked into which may be judged by a subsequent
conduct, but for this, the subsequent conduct is not the sole test.
Mere breach of contract cannot give rise to a criminal prosecution for
cheating unless fraudulent or dishonest intention is shown right from
the beginning of the transaction i.e. the time when the offence is said
to have been committed. Therefore, it is this intention, which is the
gist of the offence. Whereas, for the criminal breach of trust, the
property must have been entrusted to the accused or he must have
dominion over it. The property in respect of which the offence of
breach of trust has been committed must be either the property of
some person other than the accused or the beneficial interest in or
ownership' of it must be of some other person. The accused must
hold that property on trust of such other person. Although the
offence, i.e. the offence of breach of trust and cheating involve
dishonest intention, yet they are mutually exclusive and different in
basic concept. There is a distinction between criminal breach of trust
and cheating. For cheating, criminal intention is necessary at the time
of making a false or misleading representation i.e., since inception. In
criminal breach of trust, mere proof of entrustment is sufficient. Thus,
in case of criminal breach of trust, the offender is lawfully entrusted
with the property, and he dishonestly misappropriated the same.
Whereas, in case of cheating, the offender fraudulently or dishonestly
induces a person by deceiving him to deliver any property. In such a
situation, both the offences cannot co-exist simultaneously.

31. At the most, the court of the Additional Chief Judicial
Magistrate could have issued process for the offence punishable
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under Section 420 of the IPC i.e. cheating but in any circumstances
no case of criminal breach of trust is made out. The reason being that
indisputably there is no entrustment of any property in the case at
hand. It is not even the case of the complainant that any property
was lawfully entrusted to the appellants and that the same has been
dishonestly misappropriated. The case of the complainant is plain
and simple. He says that the price of the goods sold by him has not
been paid. Once there is a sale, Section 406 of the IPC goes out of
picture. According to the complainant, the invoices raised by him
were not cleared. No case worth the name of cheating is also made
out.

32. Even if the Magistrate would have issued process for the
offence punishable under Section 420 of the IPC, i.e., cheating the
same would have been liable to be quashed and set aside, as none
of the ingredients to constitute the offence of cheating are disclosed
from the materials on record.

33. It has been held in State of Gujarat v. Jaswantlal Nathalal
reported in (1968) 2 SCR 408, "The term "entrusted" found in Section
405 IPC governs not only the words "with the property" immediately
following it but also the words "or with any dominion over the
property" occurring thereafter--see Velji Raghvaji Patel v. State of
Maharashtra [(1965) 2 SCR 429]. Before there can be any
entrustment there must be a trust meaning thereby an obligation
annexed to the ownership of property and a confidence reposed in
and accepted by the owner or declared and accepted by him for the
benefit of another or of another and the owner. But that does not
mean that such an entrustment need conform to all the technicalities
of the law of trust -- see Jaswantrai Manilal Akhaney v. State of
Bombay [1956 SCR 483]. The expression "entrustment" carries with
it the implication that the person handing over any property or on
whose behalf that property is handed over to another, continues to be
its owner. Further the person handing over the property must have
confidence in the person taking the property so as to create a
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fiduciary relationship between them. A mere transaction of sale
cannot amount to an "entrustment"".

34. Similarly, in Central Bureau of Investigation, SPE,
SIU(X), New Delhi v. Duncans Agro Industries Ltd., Calcutta reported
in (1996) 5 SCC 591 this Court held that the expression "entrusted
with property" used in Section 405 of the IPC connotes that the
property in respect of which criminal breach of trust can be
committed must necessarily be the property of some person other
than the accused or that the beneficial interest in or ownership
thereof must be in the other person and the offender must hold such
property in trust for such other person or for his benefit. The relevant
observations read as under: -

"27. In the instant case, a serious dispute
has been raised by the learned counsel appearing
for the respective parties as to whether on the face
of the allegations, an offence of criminal breach of
trust is constituted or not. In our view, the
expression "entrusted with property" or "with any
dominion over property" has been used in a wide
sense in Section 405 IPC. Such expression
includes all cases in which goods are entrusted,
that is, voluntarily handed over for a specific
purpose and dishonestly disposed of in violation of
law or in violation of contract. The expression
'entrusted' appearing in Section 405 IPC is not
necessarily a term of law. It has wide and different
implications in different contexts. It is, however,
necessary that the ownership or beneficial interest
in the ownership of the property entrusted in
respect of which offence is alleged to have been
committed must be in some person other than the
accused and the latter must hold it on account of
some person or in some way for his benefit. The
expression 'trust' in Section 405 IPC is a
comprehensive expression and has been used to
denote various kinds of relationships like the
relationship of trustee and beneficiary, bailor and
bailee, master and servant, pledger and pledgee.
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When some goods are hypothecated by a person to
another person, the ownership of the goods still
remains with the person who has hypothecated
such goods. The property in respect of which
criminal breach of trust can be committed must
necessarily be the property of some person other
than the accused or the beneficial interest in or
ownership of it must be in the other person and the
offender must hold such property in trust for such
other person or for his benefit. In a case of pledge,
the pledged article belongs to some other person
but the same is kept in trust by the pledgee. [...]"
(Emphasis supplied)
35. The aforesaid exposition of law makes it clear that there
should be some entrustment of property to the accused wherein the
ownership is not transferred to the accused. In case of sale of
movable property, although the payment may be deferred yet the
property in the goods passes on delivery as per Sections 20 and 24
respectively of the Sale of Goods Act, 1930.

"20. Specific goods in a deliverable state. --
Where there is an unconditional contract for the
sale of specific goods in a deliverable state, the
property in the goods passes to the buyer when the
contract is made and it is immaterial whether the
time of payment of the price or the time of delivery
of goods, or both, is postponed.
xxx xxx xxx
24. Goods sent on approval or "on sale or
return". -- When goods are delivered to the buyer
on approval or "on sale or return" or other similar
terms, the property therein passes to the buyer--
(a) when he signifies his approval or
acceptance to the seller or does any other act
adopting the transaction;
(b) if he does not signify his approval or
acceptance to the seller but retains the goods
without giving notice of rejection, then, if a time has
been fixed for the return of the goods on the
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expiration of such time, and, if no time has been
fixed, on the expiration of a reasonable time."
36. From the aforesaid, there is no manner of any doubt
whatsoever that in case of sale of goods, the property passes to the
purchaser from the seller when the goods are delivered. Once the
property in the goods passes to the purchaser, it cannot be said that
the purchaser was entrusted with the property of the seller. Without
entrustment of property, there cannot be any criminal breach of trust.
Thus, prosecution of cases on charge of criminal breach of trust, for
failure to pay the consideration amount in case of sale of goods is
flawed to the core. There can be civil remedy for the non-payment of
the consideration amount, but no criminal case will be maintainable
for it. [See : Lalit Chaturvedi and Others v. State of Uttar Pradesh and
Another : 2024 SCC OnLine SC 171 & Mideast Integrated Steels Ltd.
(MESCO Steel Ltd.) and Others v. State of Jharkhand and Another :
2023 SCC OnLine Jhar 301]

37. The case at hand falls in category No. 1 as laid in Smt.
Nagawwa (supra) referred to in para 7 of this judgment.

38. If it is the case of the complainant that a particular
amount is due and payable to him then he should have filed a civil
suit for recovery of the amount against the appellants herein. But he
could not have gone to the court of Additional Chief Judicial
Magistrate by filing a complaint of cheating and criminal breach of
trust.

39. It appears that till this date, the complainant has not filed
any civil suit for recovery of the amount which according to him is due
and payable to him by the appellants. He seems to have prima facie
lost the period of limitation for filing such a civil suit.

40. In such circumstances referred to above, the continuation
of the criminal proceeding would be nothing but abuse of the process
of law. FINAL CONCLUSION

41. Before we close this matter, we would like to say
something as regards the casual approach of the courts below in
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cases like the one at hand. The Indian Penal Code (IPC) was the
official Criminal Code in the Republic of India inherited from the
British India after independence. The IPC came into force in the sub-
continent during the British rule in 1862. The IPC remained in force
for almost a period of 162 years until it was repealed and replaced by
the Bharatiya Nyaya Sanhita ("BNS") in December 2023 which came
into effect on 1st July 2024. It is indeed very sad to note that even
after these many years, the courts have not been able to understand
the fine distinction between criminal breach of trust and cheating.

42. When dealing with a private complaint, the law enjoins
upon the magistrate a duty to meticulously examine the contents of
the complaint so as to determine whether the offence of cheating or
criminal breach of trust as the case may be is made out from the
averments made in the complaint. The magistrate must carefully
apply its mind to ascertain whether the allegations, as stated,
genuinely constitute these specific offences. In contrast, when a case
arises from a FIR, this responsibility is of the police - to thoroughly
ascertain whether the allegations levelled by the informant indeed
falls under the category of cheating or criminal breach of trust.
Unfortunately, it has become a common practice for the police
officers to routinely and mechanically proceed to register an FIR for
both the offences i.e. criminal breach of trust and cheating on a mere
allegation of some dishonesty or fraud, without any proper application
of mind.

43. It is high time that the police officers across the country
are imparted proper training in law so as to understand the fine
distinction between the offence of cheating viz-a-viz criminal breach
of trust. Both offences are independent and distinct. The two offences
cannot coexist simultaneously in the same set of facts. They are
antithetical to each other. The two provisions of the IPC (now BNS,
2023) are not twins that they cannot survive without each other.

44. In view of the aforesaid, the appeal succeeds and is
hereby allowed.
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45. The impugned order passed by the High Court is set
aside so also the order passed by the Additional Chief Judicial
Magistrate, Khurja, Bulandshahar taking cognizance upon the
complaint.

46. Pending applications, if any, shall stand disposed of.

47. We direct the Registry to send one copy each of this
judgment to the Principal Secretary, Ministry of Law & Justice, Union
of India and also to the Principal Secretary, Home Department, Union
of India.

25. In the recent judgment of the Apex Court in the case of

Rikhab Birani vs. State of U.P. - 2025 , it was held as under:-

"We are constrained to pass this detailed speaking order, as it is
noticed that, notwithstanding the law clearly laid down by this Court on
the difference between a breach of contract and the criminal offence of
cheating, we are continuously flooded with cases where the police
register an FIR, conduct investigation and even file chargesheet(s) in
undeserving cases.

During the last couple of months, a number of
judgments/orders have been pronounced by this Court, especially in
cases arising from the State of Uttar Pradesh, deprecating the stance
of the police as well as the courts in failing to distinguish between a
civil wrong in the form of a breach of contract, non-payment of money
or disregard to and violation of contractual terms; and a criminal
offence under Sections 420 and 406 of the IPC, the ingredients of
which are quite different and requires mens rea at the time when the
contract is entered into itself to not abide by the terms thereof.

In Lalit Chaturvedi and Others v. State of Uttar Pradesh and
Another, this Court quoted an earlier decision in Mohammed Ibrahim
and Others v. State of Bihar and Another, wherein, referring to
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Section 420 of the IPC, it was observed that the offence under the
said Section requires the following ingredients to be satisfied:

"18. Let us now examine whether the
ingredients of an offence of cheating are made out.
The essential ingredients of the offence of
"cheating" are as follows:
(i) deception of a person either by making a
false or misleading representation or by dishonest
concealment or by any other act or omission;
(ii) fraudulent or dishonest inducement of that
person to either deliver any property or to consent
to the retention thereof by any person or to
intentionally induce that person so deceived to do
or omit to do anything which he would not do or
omit if he were not so deceived; and
(iii) such act or omission causing or is likely to
cause damage or harm to that person in body,
mind, reputation or property."
Reference was also made to the decision in V.Y. Jose and
Another v. State of Gujarat and Another and it was observed:

"7. Similar elucidation by this Court in "V.Y.
Jose v. State of Gujarat", explicitly states that a
contractual dispute or breach of contract per se
should not lead to initiation of a criminal proceeding.
The ingredient of 'cheating', as defined under Section
415 of the IPC, is existence of a fraudulent or
dishonest intention of making initial promise or
representation thereof, from the very beginning of the
formation of contract. Further, in the absence of the
averments made in the complaint petition wherefrom
the ingredients of the offence can be found out, the
High Court should not hesitate to exercise its
jurisdiction under Section 482 of the Cr.P.C. Section
482 of the Cr.P.C. saves the inherent power of the
High Court, as it serves a salutary purpose viz. a
person should not undergo harassment of litigation
for a number of years, when no criminal offence is
made out. It is one thing to say that a case has been
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made out for trial and criminal proceedings should not
be quashed, but another thing to say that a person
must undergo a criminal trial despite the fact that no
offence has been made out in the complaint. This
Court in V.Y. Jose (supra) placed reliance on several
earlier decisions in "Hira Lal Hari Lal Bhagwati v.
CBI", "Indian Oil Corporation v. NEPC India Ltd.", "Vir
Prakash Sharma v. Anil Kumar Agarwal" and "All
Cargo Movers (I) (P) Ltd. V. Dhanesh Badarmal Jain".
This Court, in Delhi Race Club (1940) Limited and Others v.
State of Uttar Pradesh and Another, highlighted the fine distinction
between the offences of criminal breach of trust and cheating,
observing that the two are antithetical in nature and cannot coexist
simultaneously. Police officers and courts must carefully apply their
minds to determine whether the allegations genuinely constitute the
specific offence alleged.

In Kunti and Another v. State of Uttar Pradesh and Another,
this Court referred to Sarabjit Kaur v. State of Punjab and Another
wherein it was observed that a breach of contract does not give rise
to criminal prosecution for cheating unless fraudulent or dishonest
intention is shown right at the beginning of the transaction. Merely on
the allegation of failure to keep a promise will not be enough to
initiate criminal proceedings. Thus, the dishonest intention on the part
of the party who is alleged to have committed the offence of cheating
should be established at the time of entering into the transaction with
the complainant, otherwise the offence of cheating is not established
or made out.

It is the duty and obligation of the court to exercise a great
deal of caution in issuing process, particularly when the matter is
essentially of civil nature. The prevalent impression that civil
remedies, being time-consuming, do not adequately protect the
interests of creditors or lenders should be discouraged and rejected
as criminal procedure cannot be used to apply pressure. Failure to do
so results in the breakdown of the rule of law and amounts to misuse
and abuse of the legal process.
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In yet another case, again arising from criminal proceedings
initiated in the State of Uttar Pradesh, this Court was constrained to
note recurring cases being encountered wherein parties repeatedly
attempted to invoke the jurisdiction of criminal courts by filing
vexatious complaints, camouflaging allegations that are ex facie
outrageous or are pure civil claims. These attempts must not be
entertained and should be dismissed at the threshold. Reference was
made to a judgment of this Court in Thermax Limited and Others v.
K.M. Johny and Others, which held that courts should be watchful of
the difference between civil and criminal wrongs, though there can be
situations where the allegation may constitute both civil and criminal
wrongs. Further, there has to be a conscious application of G. Sagar
Suri and Another v. State of U.P. and Others, (2000) 2 SCC 636.
Vijay Kumar Ghai and Others v. State of West Bengal and Others,
mind on these aspects by the Magistrate, as a summoning order has
grave consequences of setting criminal proceedings in motion.
Though the Magistrate is not required to record detailed reasons,
there should be adequate evidence on record to set criminal
proceedings into motion. The Magistrate should carefully scrutinize
the evidence on record and may even put questions to the
complainant/investigating officer etc. to elicit answers to find out the
truth about the allegations. The summoning order has to be passed
when the complaint or chargesheet discloses an offence and when
there is material that supports and constitutes essential ingredients of
the offence. The summoning order should not be passed lightly or as
a matter of course.

Lastly, we would refer to another detailed judgment of this
Court in Sharif Ahmed and Another v. State of Uttar Pradesh and
Another, which draws out the ingredients required to establish an
offence under Sections 406, 415, 420, 503 and 506 of the IPC in the
following terms:

"36. An offence under Section 406 of the
IPC requires entrustment, which carries the
implication that a person handing over any property
or on whose behalf the property is handed over,
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continues to be the owner of the said property.
Further, the person handing over the property must
have confidence in the person taking the property to
create a fiduciary relationship between them. A
normal transaction of sale or exchange of
money/consideration does not amount to
entrustment. Clearly, the charge/offence of Section
406 IPC is not even remotely made out.
37. The chargesheet states that the offence
under Section 420 is not made out. The offence of
cheating under Section 415 of the IPC requires
dishonest inducement, delivering of a property as a
result of the inducement, and damage or harm to
the person so induced. The offence of cheating is
established when the dishonest intention exists at
the time when the contract or agreement is entered,
for the essential ingredient of the offence of
cheating consists of fraudulent or dishonest
inducement of a person by deceiving him to deliver
any property, to do or omit to do anything which he
would not do or omit if he had not been deceived.
As per the investigating officer, no fraudulent and
dishonest inducement is made out or established at
the time when the agreement was entered.
38. An offence of criminal intimidation arises
when the accused intendeds to cause alarm to the
victim, though it does not matter whether the victim
is alarmed or not. The intention of the accused to
cause alarm must be established by bringing
evidence on record. The word 'intimidate' means to
make timid or fearful, especially : to compel or deter
by or as if by threats. The threat communicated or
uttered by the person named in the chargesheet as
an accused, should be uttered and communicated
by the said person to threaten the victim for the
purpose of influencing her mind. The word 'threat'
refers to the intent to inflict punishment, loss or pain
on the other. Injury involves doing an illegal act.
39. This Court in Manik Taneja v. State of
Karnataka, had referred to Section 506 which
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prescribes punishment for the offence of 'criminal
intimidation' as defined in Section 503 of the IPC, to
observe that the offence under Section 503 requires
that there must be an act of threating another
person with causing an injury to his person,
reputation or property, or to the person or reputation
of any one in whom that person is interested. This
threat must be with the intent to cause alarm to the
person threatened or to do any act which he is not
legally bound to do, or omit to do an act which he is
entitled to do. Mere expression of any words
without any intent to cause alarm would not be
sufficient to bring home an offence under Section
506 of the IPC. The material and evidence must be
placed on record to show that the threat was made
with an intent to cause alarm to the complainant, or
to cause them to do, or omit to do an act.
Considering the statutory mandate, offence under
Section 506 is not shown even if we accept the
allegation as correct."
Significantly, this Court in Sharif Ahmed (supra) cautioned
courts to check such attempts of making out a criminal case on the
basis of vague and ex facie false assertions.

Further, Sharif Ahmed (supra) exposits the legal position
relating to the ingredients and contents of a chargesheet, drawing
upon several earlier judgments of this Court which elucidate the
contents of a police report under Section 173(2) of the Cr.P.C. It also
clarifies the course of action to be adopted by the Magistrate when
the chargesheet is found to be incomplete or vague in content. In this
context, reference may be made to Sections 190 and 204 of the
Cr.P.C., as well as Sections 211 to 213 and 218 of the Cr.P.C., which
collectively govern the framing and contents of a charge. Some of the
portions of this judgment are reproduced below:

"13. The question of the required details
being complete must be understood in a way
which gives effect to the true intent of the
chargesheet under Section 173(2) of the Code.
The requirement of "further evidence" or a
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"supplementary chargesheet" as referred to under
Section 173(8) of the Code, is to make additions
to a complete chargesheet,8 and not to make up
or reparate for a chargesheet which does not fulfil
requirements of Section 173(2) of the Code. The
chargesheet is complete when it refers to material
and evidence sufficient to take cognizance and for
the trial. The nature and standard of evidence to
be elucidated in a chargesheet should prima facie
show that an offence is established if the material
and evidence is proven. The chargesheet is
complete where a case is not exclusively
dependent on further evidence. The trial can
proceed on the basis of evidence and material
placed on record with the chargesheet. This
standard is not overly technical or fool- proof, but
a pragmatic balance to protect the innocent from
harassment due to delay as well as prolonged
incarceration, and yet not curtail the right of the
prosecution to forward further evidence in support
of the charges.
XX XX XX
16. This Court in Bhushan Kumar v. State
(NCT of Delhi) while referring to Sections 190 and
204 of the Code has observed that the expression
"cognisance" in Section 190 merely means
"becoming aware of", and when used with
reference to a court or a judge it connotes "to take
notice of judicially". It indicates the juncture at
which the court or Magistrate takes judicial notice
of the offence with a view to initiate proceedings
in respect of such an offence. This is different
from initiation of proceedings. Rather, it is a
condition precedent to the initiation of
proceedings by a Magistrate or judge. At this
stage, the Magistrate has to keep in mind the
averments in the complaint or the police report,
and has to evaluate whether there is sufficient
ground for initiation of proceedings. This is not the
same as the consideration of sufficient grounds
for conviction, as whether evidence is sufficient
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for supporting the conviction or not, can be
determined only at the stage of trial, and not at
the stage of cognisance. This aspect is important
and will be subsequently referred to when we
examine the decision of this Court in K.
Veeraswami v. Union of India, and the
observations therein which have been referred to
on several occasions in other judgments.
17. Section 204 of the Code does not
mandate the Magistrate to explicitly state the
reasons for issue of summons and this is not a
prerequisite for deciding the validity of the
summons. Nevertheless, the requirement of the
Code is that the summons is issued when it
appears to the Magistrate that there is sufficient
ground for proceeding against the accused.
Summons is issued to the person against whom
the legal proceedings have commenced. Wilful
disobedience is liable to be punished under
Section 174 of the Penal Code, 1860. As a
sequitur, keeping in mind both the language of
Section 204 of the Code and the penal
consequences, the Magistrate is mandated to
form an opinion as to whether there exists
sufficient ground for summons to be issued. While
deciding whether summons is to be issued to a
person, the Magistrate can take into consideration
any prima facie improbabilities arising in the case.
The parameters on which a summoning order can
be interfered with are well settled by the decision
of this court in Bhushan Kumar (supra). The
Magistrate in terms of Section 204 of the Code is
required to exercise his judicial discretion with a
degree of caution, even when he is not required to
record reasons, on whether there is sufficient
ground for proceeding. Proceedings initiated by a
criminal court are generally not interfered with by
High Courts, unless necessary to secure the ends
of justice.
XX XX XX
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19. Sections 211 to 213 and Section 218
of the Code deal with the contents of the charge.
The object and purpose of these provisions is to
bring the nature of allegations against the
accused to his notice. These allegations have to
be proved and established by leading evidence.
The accused should not be taken by surprise or
be unbeknownst so as to cause prejudice to him.
The provisions of the Code also prescribe how to
interpret the words used in the charge in terms of
Section 214 of the Code, the effect of defects in
the charge in terms of Section 215 of the Code,
the power of the court to alter the charge and
recall of the witnesses when a charge is altered in
terms of Sections 216 and 217 of the Code.
20. There is an inherent connect between
the chargesheet submitted under Section 173(2)
of the Code, cognisance which is taken under
Section 190 of the Code, issue of process and
summoning of the accused under Section 204 of
the Code, and thereupon issue of notice under
Section 251 of the Code, or the charge in terms of
Chapter XVII of the Code. The details set out in
the chargesheet have a substantial impact on the
efficacy of procedure at the subsequent stages.
The chargesheet is integral to the process of
taking cognisance, the issue of notice and framing
of charge, being the only investigative document
and evidence available to the court till that stage.
Substantiated reasons and grounds for an offence
being made in the chargesheet are a key
resource for a Magistrate to evaluate whether
there are sufficient grounds for taking cognisance,
initiating proceedings, and then issuing notice,
framing charges etc. XX XX XX
26. The object and purpose of the police
investigation is manyfold. It includes the need to
ensure transparent and free investigation to
ascertain the facts, examine whether or not an
offence is committed, identify the offender if an
offence is committed, and to lay before the court
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the evidence which has been collected, the truth
and correctness of which is thereupon decided by
the court.
27. In H.N. Rishbud and Inder Singh v.
State of Delhi21, this Court notes that the process
of investigation generally consists of : 1)
proceeding to the concerned spot, 2)
ascertainment of facts and circumstances, 3)
discovery and arrest, 4) collection of evidence
which includes examination of various persons,
search of places and seizure of things, and 5)
formation of an opinion on whether an offence is
made out, and filing the chargesheet accordingly.
The formation of opinion is therefore the
culmination of several stages that an investigation
goes through. This Court in its decision in
Abhinandan Jha v. Dinesh Mishra states that the
submission of the chargesheet or the final report
is dependent on the nature of opinion formed,
which is the final step in the investigation.
28. The final report has to be prepared
with these aspects in mind and should show with
sufficient particularity and clarity, the
contravention of the law which is alleged. When
the report complies with the said requirements,
the court concerned should apply its mind
whether or not to take cognisance and also
proceed by issuing summons to the accused.
While doing so, the court will take into account the
statement of witnesses recorded under Section
161 of the Code and the documents placed on
record by the investigating officer.
29. In case of any doubts or ambiguity
arising in ascertaining the facts and evidence, the
Magistrate can, before taking cognisance, call
upon the investigating officer to clarify and give
better particulars, order further investigation, or
even record statements in terms of Section 202 of
the Code.
XX XX XX"
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NC: 2025:KHC:18584
WP No. 10554 of 2024
C/W WP No. 10106 of 2024

HC-KAR

The chargesheet in the present case is bereft of particulars
and details required and mandated in terms of Section 173(2) of the
Cr.P.C. It merely reproduces the contents of the FIR which makes
reference to the payments made as well as the allegation that in the
revenue records, the godown in question was recorded in the name
of Rakesh Birani, the son of the appellant, Rikhab Birani. It is noted
that the appellant, Rikhab Birani, informed the complainant that
Rakesh Birani had expired. The complainant had then requested
refund of money, etc. However, the FIR does not state the material
and evidence available and collected during the course of the
investigation to establish the offences under Sections 420, 406, 354,
504 and 506 of the IPC. Clearly, the ingredients of the aforesaid are
not established and made out.

In view of the aforesaid discussion, we set aside the
impugned judgment/order and allow the present appeal quashing the
FIR and the resultant proceedings, including the chargesheet.

We clarify that the present appeal only deals with the
question of criminal offence. We have not commented or made any
observations on the civil rights of complainant-respondent No.2.

We are also constrained to impose costs of `50,000/-
(Rupees fifty thousand only) on the State of Uttar Pradesh as, in spite
of repeated judgments/orders of this Court, we are being flooded with
cases of civil wrongs being made the subject matter of criminal
proceedings by filing chargesheets, etc."

25. In view of the aforesaid facts and circumstances and

the principles laid down by the Apex Court supra, I am of the view

that continuation of the impugned proceedings qua the petitioners

in both the petitions would amount to an abuse of process of law

and the same deserve to be quashed.
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NC: 2025:KHC:18584
WP No. 10554 of 2024
C/W WP No. 10106 of 2024

HC-KAR

26. In the result, I pass the following:-

ORDER

(i) Petitions are hereby allowed.

(ii) The impugned proceedings arising out of FIR in Crime No.97/2024 registered by the 1st respondent - Police for offences punishable under Sections 406, 420, 504, 506, 120-B r/w Section 34 IPC qua the petitioners are hereby quashed.

Sd/-

(S.R.KRISHNA KUMAR) JUDGE Srl.

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Karnataka High Court