3-REVN-76-2025 (CR).doc Tikam IN THE HIGH COURT OF JUDICATURE AT BOMBAY CRIMINAL APPELLATE JURISDICTION CRIMINAL REVISION APPLICATION NO. 76 OF 2025 Ashwani Bhatia ...Applicant versus Sapan Shrivastava and Anr. ...Respondents WITH CRIMINAL REVISION APPLICATION NO. 77 OF 2025 Madhabi Puri Buch ...Applicant versus Sapan Shrivastava and Anr. ...Respondents WITH CRIMINAL REVISION APPLICATION NO. 78 OF 2025 Pramod Agarwal & Anr. ...Applicants versus State of Maharashtra and Ors. ...Respondents _________________________________________________________________ Mr. Omprakash Jha i/by The Law Point, Advocate for Applicant in CRA -76 of 2025. Mr. Sudeep Pasbola, Senior Advocate along with Mr. Omprakash Jha i/by The Law Point, Advocate for the Applicant in CRA 78 of 2025. Mr. Aditya Mehta a/w. Rishabh Botadra, Advocate for Applicant in CRA 78 of 2025. Mr. Sapan Shrivastava- Respondent No 1 in person. Mr. Sagar R. Agarkar, APP for the State. ACP Machindra Dive, ACB Mumbai. _________________________________________________________________ CORAM : SHIVKUMAR DIGE, J. DATE : 7th JULY, 2026. P.C. : 1. Heard respective learned counsel for the Applicants in all these revision applications, Respondent No.1 in person and learned APP for the State. PSGe 1 of 8 VAISHALI ANIL TIKAM Digitally signed by VAISHALI ANIL TIKAM Date: 2026.07.30 12:47:29 +0530 3-REVN-76-2025 (CR).doc Tikam 2. The challenge to the order in all these revision applications is same. Hence, I am deciding these revision applications by this common order. 3. The challenge in these applications is to the order dated 01/03/2025 passed by the learned Special Judge, Mumbai whereby the learned Judge has allowed the application filed by Respondent No.1 under Section 156(3) of the Code of Criminal Procedure (for short 'Cr.P.C.') and directed to register the offence under Sections 166A (b), 120B, 420 and 409 of Indian Penal Code (for short 'IPC') and under Sections 7 and 13 of the Prevention of Corruption Act, 1988 against the Applicants. 4. It is complainant's case that he and his family had invested in shares of Cals Refineries Ltd. (for short 'CAL'), which was listed on the Bombay Stock Exchange (for short 'BSE')on 13/12/1994 allegedly without requisite compliance. It is alleged by Respondent No.1 that BSE illegally listed CAL on its Exchange which was against the SEBI Circular dated 18/06/1992. The Applicants, who were officers of the SEBI failed to take action against CAL and Officers of BSE under Section 15HA of the SEBI Act. It is alleged that fraudulent listing of CAL, which was against the rules, resulted in a huge loss to the complainant in CAL shares. It is also alleged that the Applicants have taken gratification and various other PSGe 2 of 8 3-REVN-76-2025 (CR).doc Tikam benefits, and thereby failed to protect the interest of the investors. 5. It is contention of learned Solicitor General ('SG') for Applicants in Revn No. 76 of 2025 that the learned Judge erred in passing order under Section 156(3) of Cr.P.C. against the applicant as Respondent No.1 had failed to make out a prima facie case against the applicants for failing to discharge their duties as officers of SEBI. Learned SG further submitted that the learned Judge ought to have appreciated the fact that the allegation of Respondent No.1 that CAL was listed on BSE without SEBI compliance and in violation of SEBI Circular dated 18/06/1992 was without any basis and there was no material on record to support the same. The SG further submitted that the learned Judge completely ignored the fact that the allegations of Respondent No.1 that the Applicants had failed to take action under Section 15HA of SEBI Act, 1992 was without any basis. Section 15HA was introduced in the SEBI Act only in the year 1995. Learned SG further submits that there was no requirement for obtaining NOC from SEBI for listing of any shares in BSE. The matter primarily pertains to the listing agreement executed by the Company with the Stock Exchange. SEBI is only a regulatory authority and if there are any violations committed by a company with regard to disclosure or fraudulent practices, then SEBI is empowered to intervene and initiate action in the interest of investors. The learned SG further PSGe 3 of 8 3-REVN-76-2025 (CR).doc Tikam submitted that no vicarious liability can be fastened on the applicants in respect of alleged offence. The alleged listing of CAL is of the year 1994. None of the Applicants were on the Board of SEBI at the relevant time or held any such position in which they should have been charged with the said offences. No offence as alleged. No offence as alleged are committed by the Applicants. Hence, requested to allow the Applications. 6. It is contention of learned Senior Counsel for the Applicants in Revn 78 of 2025 that CAL Company was suspended in the year 2018. The Applicants have been appointed on the board of BSE as members in the year 2023 as Managing Director and Chairman and Chief Executive. The applications filed by Respondent were responded by the SEBI. No offence, as alleged, is made out against the Applicants. But these facts are not considered by the Learned Special Judge and has passed impugned order, which is erroneous and requested to allow the applications. 7. It is contention of learned Senior Counsel in Revn. 77 of 2025 that no role is attributed to the present Applicant except mere allegations that no action was taken on the complaint filed by Respondent. Learned Senior Counsel further submitted that the procedure under Sections 154(1) and 154(3) has not been followed. The Applicants were government servants. Before directing registration of the FIR no sanction under Section 19 of the Prevention of Corruption Act, 1988 had been PSGe 4 of 8 3-REVN-76-2025 (CR).doc Tikam obtained. Learned counsel further submitted that Section 15HA of SEBI Act and 17A of Securities Contracts (Regulation) Act, 1956 would not be applicable as the Cals Refineries Ltd. was listed before 1994. But this fact has not been considered by the Learned Special Judge and requested to allow the Application. 8. It is contention of Respondent, party in person that he and his family had invested amount worth Rs.50,000/- in CAL. The said company was listed by BSE without SEBI compliance. He further submitted that the Applicants, who were office bearers of SEBI have not taken action agains Cals Refineries IPO corruption complaint. BSE listed Cals Refineries IPO without SEBI compliance and due to this investors and Respondent No.1 incurred loss. Respondent No.1 further submitted that he made complaints to various authorities including the applicants, but no action was taken. Hence, he was compelled to file a private complaint with the Learned Special Judge. The learned Special Judge has passed well reasoned order. No interference is required and requested to reject the applications. He relied on the judgment of the Apex Court in the case of Union of India v. W.N. Chadha1. 9. I have heard learned Solicitor General and learned senior counsel and Respondent - party in person. This is a classic example of passing of order by the Learned Special Judge without application of mind. 1 (1993) Suppl. (4) SCC 260 PSGe 5 of 8 3-REVN-76-2025 (CR).doc Tikam The complaint filed by Respondent No.1 with the authorities show that an application was filed on 17/08/2023 under RTI about getting information about the fraudulent listing Cals Refineries Limited at BSE. The said RTI application was replied by the SEBI by letter dated 28/08/2023 stating that the information sought was not available with SEBI. It is furthr stated that in case you are not satisfied with the reply, you may appeal to First Appellate Authority- Shri Anand Rajeshwar Baiwar, Executive Director SEBI. Thereafter, Respondent No.1 filed a complaint addressed to the Chairperson, SEBI dated 04/04/2024 stating that the Cals Refineries is listed at BSE without SEBI compliance and till date no action has been taken by her under Section 15HA of SEBI Act, 1992.The copy was also sent to Ms. Prachi Babadi, BSE and Mr. Abhijit Pai, BSE. The other application was filed on 11/03/2024. The said applications were replied by the SEBI. Respondent No.1 filed complaint with DG, ACB Mumbai and CBI Director by email dated 04/04/2024 alleging that Mumbai ACB & CBI are not taking action on cognizable offence of corruption in SEBI. Kindly take action as per 154(3) of Cr.P.C. It is contention of learned counsel for the Applicants that the Cals Refineries Ltd. was listed in the year 1994. So, applicants have no concern about listing of the said company. The said company was suspended in the year 2018. All the applicants have been appointed on the board of SEBI -BSE PSGe 6 of 8 3-REVN-76-2025 (CR).doc Tikam in the year 2022-2023 onwards. A persual of the emails sent by Respondent No.1 to various authorities reveals that he has neither mentioned the names of the Applicants nor leveled any allegations against them that they have acted in collusion with Cals Refineries or that they have cheated the respondents No.1 or other. Only vague allegations were mentioned in the said email about not taking action against Cals Refineries. Merely vague allegations cannot be a ground to involve the Applicants in the crime of cheating, conspiracy, demand and acceptance of bribe. 10. It is contention of Respondent No.1, party in person that veracity of information cannot be checked by the Magistrate. In my view, as observed earlier, if complaints filed against the officers are frivolous. It prima facie, appears that applicants have no concern with the allegations alleged by Respondent No.1 . The learned Special Judge has not considered these facts. As per the amended Section of 156(3) of Cr.P.C., prior sanction is mandatory before taking action against government servants, but it was not sought. It is contention of Respondent No.1 that prior sanction is mandatory to prosecute a public servant for acts committed while performing official duty. In the present case, they were not discharging their official duties. In my view, the allegations in the complaint against the applicants are not taking action against the CAL PSGe 7 of 8 3-REVN-76-2025 (CR).doc Tikam Company. It shows it was in respect of official duty. Thus, prior sanction was necessary before passing any order against the Applicants. 11. As observed earlier, the order passed by the learned Special Judge, Mumbai is mechanical and without application of mind. Hence, I pass following order: ORDER (i) Criminal Revision Applications are allowed. (ii) The impugned order passed by the Learned Special Judge, Mumbai is quashed and set aside. (iii) Criminal Revision Applications are disposed of. (SHIVKUMAR DIGE, J.) PSGe 8 of 8