IN THE COURT OF ACTING CHIEF JUDICIAL MAGISTRATE

AT DISTRICT COURT GAUTAM BUDH NAGAR, UTTAR PRADESH

COMPLAINT CASE NO.________________OF 2021

In matter of:

1. Mr. Mayank Gupta

S/o Shyamsundar Gupta
R/o A-71, Sector -50 Noida, Dist. Gautambudh Nagar
2. Mr. Manoj Agarwal
S/o Subhash Chandra Agarwal
R/o D-80, Sector 51 Noida, Dist. Gautambudh Nagar
3. Mrs Sunayana Agarwal
W/o Gaurav Agarwal
R/o Flat No. 1104, Tower 18, Lotus boulevard,
Sector 100 Noida, Dist. Gautambudh Nagar
…….Complainants

VS.

1. Dr. B.K. Tripathi

S/o Mr. R.S. Tripathi
H-27, Sector 22, Dist. Gautambudh Nagar
2. Dr. Nidhi Tripathi
W/o Dr. B.K. Tripathi
 H-27, Sector 22, Dist. Gautambudh Nagar ………Accused
persons

COMPLAINT UNDER SECTION 156(3) OF CODE OF CRIMINAL

PROCEDURE

The complainant name above most respectfully Showeth-

1. We act for and on instructions of our clients Mr. Mayank Gupta, Mr.
Manoj Gupta and Mrs Sunayana Agarwal hereinafter referred to as
“Complainants” who are currently serving as directors of Tripathi
Hospital Pvt. Ltd. hereinafter referred to as “Company”, We wanted
register an FIR against the promoters of the company Dr. B.K. Tripathi
and Dr. Nidhi Tripathi hereinafter referred to as “Accused persons
2. That the accused persons approached the complainants in the October
2019, to invest in the Company by the way of loan and purchase of
equity shares to the extent of 50% in the company.
3. That a Memorandum of Understanding (MOU) dated 06/10/2019 was
entered between the complainants and accused persons dealing with
the modalities of Investment, shareholding and composition of Board
of Directors of the company and on premise of this MOU a loan
agreement dated 07/10/2019 was executed Between the company and
the complainants and The complainants were appointed directors of
the company w.e.f. from 07/10/2019. The MOU has been annexed
herewith as ANNEXURE-
4. That the complainants and the accused persons signed a shareholders
agreement dated 01/02/2020 and after signing the said agreement the
accused persons converted the partial loan amount received from
complainants into equity shares on 03/02/2020 to the extent of Rs
 1,42,83,776 to allot 3,32,800 equity shares. After which the
complainants were made 50% owners of the company. The Share
certificates for the same was issued to the complainants at the board
meeting on 03/02/2020 The SHA and copy of share certificates has
been annexed herewith as ANNEXURE-

5. That soon after the accused persons started showing their true colors
and in order to harass and hinder the participation of complainants in
the business operations of the company, the accused persons used to
take unilateral decisions and hinder the decision making of the
complainants beside the fact that the complainants were 50%
shareholders of the company.

6. That it was agreed between the complainants and accused persons

that the bank accounts of the company shall be jointly operated by
them and one person from the respective party shall be compulsory
signatory but soon after the complainants came to know about the fact
that the accused persons were themselves operating the bank
accounts OD 565101000062223 by themselves keeping the
complainants in dark and the signatures of the complainants were also
not added as joint compulsory signatory, The complainants also
noticed that a huge sum of money is being siphoned and
misappropriated by the accused persons by way of payment in cash to
unknown parties, collecting huge sum in cash. The letters to the Bank
has been annexed herewith as ANNEXURE-
7. That many people with arms/weapons and other lethal objects
frequently started visiting the office of complainants to demand their
long standing dues which were paid by them to the accused persons in
 cash, it is pertinent to note that monies were taken in cash or in
personal account of Complainants in name of investment in the
company and no details of such liabilities were ever discussed or
provided by the accused to the complainants.
8. That on 02/12/2019 and 04/07/2020 the petitioners received legal
notices after which complainants got to known that the accused
persons had FIR registered against them involving the financial
irregularities in the company which was hidden from the complainants,
Further the complainants received information that a petition has been
pending before Tribunal under section 9 of IBC. The legal Notices has
been annexed herewith as ANNEXURE-
9. That the accused persons have done misappropriation of funds and
taken the monies in their personal bank accounts and in cash from
Group captain Atul Jain Misrepresenting to him that such funds taken
by the accused persons were for the purpose of the company.
10. That in the month of February 2020, a shocking revelation was
made by the Nobel Cooperative Bank after which the complainants
came to know that the accused persons without any authority and
knowledge of complainants have given corporate guarantee of the
“company” for loans personally taken by the accused persons. These
personal funds taken by accused persons on corporate guarantee in
name of the company prejudice the interest of the complainants and
risk their investment in the company.
11. That accused persons on being questioned on their
unreasonable, irrational and unlawful actions which were causing loss
to the company, the accused persons have started alleging that
complainants are not complying with SHA and questioning their
authority under which complainants are visiting the premises of the
Company, undertook construction, procured and installed equipments
 and changed the trade name to “CYGNET” etc. It is pertinent to note
that everything was done in presence and consent of the accused
persons and now the accused persons are finding faults and issues in
everything with an ulterior motive to oust the complainants and to
defraud the investment of complainants.
12. That the accused person fraudulently got DIR 12 approved to
remove the complainants as directors of the board. The DIR 12 has
been annexed herewith as ANNEXURE-

13. That, soon after the accused persons through some other person
started harassing the employees as well and didn’t let them come to
the hospital by saying that if they will come to the Hospital without
permission of the accused they will face legal action. The complaint by
Hospital staff has been annexed herewith as ANNEXURE-
14. That ever since the complainants have been appointed as
Directors of the company the accused persons have not allowed the
petitioners either to inspect or take copies and have been concealing
books, books of accounts, minutes books and other statutory records
and registers of the company. It is pertinent to mention that for not
letting the complainants inspect the books the accused persons have
framed policies to regulate inspection and when the complainants
visited the registered office, the same was closed with a notice that
“inspection not possible until 11/11/2020”. Further, a lab assistant was
made to sit outside that place who is incapable of handling accounts,
books and other statutory record. The communication by the
complainants asking for the same has been annexed herewith as
ANNEXURE-
15. That Accused persons conspired with Mr. Rajendra Singh, M/S
Rajendra Singh & Co., the statutory auditors to engineer and falsify
 the books of accounts of the Company, when it came to the knowledge
of the Complainants the complainants were constrained to report the
misdeeds to ICAI.
The copies of these communications has been attached herewith as
ANNEXURE-
16. That on 12/09/2020 and 16/09/2020 vide a general circular
issued by one of the accused persons to the other directors self-
proclaimed himself as Chairman and Managing director of the company
in breach of the Shareholders agreement. The copy of Circular has
been annexed herewith as ANNEXURE-
17. That there was a pharmacy situated in the premises of the
Hospital and it was mutually agreed that pharmacy business is to be
merged with the company’s business but the propertier Mrs. Nidhi
Tripathi one of the accused refused to vacate the premises with the
malafide intention of making unlawful gains as she has been
overcharging the patients and also not paying any rent or giving any
share of the revenue to the company as proprietor of M/S Modern
Pharma. Further, this pharmacy was changed to M/S Global Pharmacy
against the orders of the court which directed not to change the status
quo of the property and also not to create any third party interest in it.
The Documents relating to change of pharmacy has been annexed
herewith as ANNEXURE-
18. Thereafter, the accused persons filed a false & frivolous Civil suit
Suit No. 586/2020 before Civil Judge (Senior Division), Gautam
Budhnagar U.P. for temporary and permanent Injunction falsely
alleging that there exist No MOU, SHA and Loan agreement and
further alleging that these documents were made to be entered by the
accused under coercion.
19. That despite knowing the fact that there was an arbitration
clause in the Shareholders agreement dated 01.02.2020 and in case
any dispute arises then the same would be resolved through
arbitration, the accused persons filed a false and frivolous suit.
20. The immoral acts of the accused didn’t stopped there the
accused persons with malafide intent to harass the complainants went
on to file a false and baseless 156(3) Cr.PC. application for registration
of an F.I.R. against the complainants u/s
147,148,149,323,504,506,420,120B,467,468,471,386,406 and 409 of
IPC.
21. That the whole plot was a part of conspiracy between by the
accused persons with the ulterior motive of cheating and fraudulently
taking money from the complainants in form of investment
22. That On >>>>>> a submission letter to register an FIR against
the accused persons was served to the Police station;>>>>.A copy of
the said letter was also served to the Additional Commissioner of
Police, New Delhi. The receiving copies of the same as been annexed
herewith as ANNEXURE-
23. That the present case is well within the Jurisdiction of this
Hon’ble Court as the cause of action first arose within territorial
jurisdiction of this Hon’ble court and is still continuing. Hence, this
Hon’ble court has jurisdiction to try and entertain the present case.
24. The complainants were in deep pain and mental agony after
seeing true colors of the accused persons because investing their hard
earned money in this company was a dream for the complainants as
the complainants are also doctors by profession and had invested in
this company with a paramount purpose of welfare of patients and aim
of providing world class medical facility to the patients under one roof.
 25. That there is a past history of the accused persons of cheating
people in the name of investment in the Company. After seeing the
expansion and growth of business under the patronage of
complainants, the accused persons have became greedy and in order
to fulfill their greed are acting malafidely in order to acquire 100%
control over the hospital.
26. That this case prima facie shows the malafide intentions and well
planned strategy of the accused persons to cheat and commit fraud
and in light of above mentioned facts and circumstances the
complainants being a victim were left with no alternative but to knock
the doors of this Hon’ble Court in search of Justice as the Police have
failed to act in this matter.

Prayer

In view of the aforesaid mentioned submission made here in and in the

interest of the justice, it is therefore most respectfully prayed that this
Hon’ble Court may graciously be pleased to:

1. Direct the Police to register an F.I.R. and initiate enquiry and take
action against the accused.
2. Pass such orders as this Hon’ble court may deem fit and proper in the
facts and circumstances of the case.

AND FOR THIS ACT OF KINDNESS, THE HUMBLE APPLICANT AS IN DUTY

BOUND, SHALL EVER PRAY

COMPLAINANT
 THROUGH

………………..ADVOCATE