Anticipatory bail under the Companies Act may be granted absent prima facie collusion, undue gain, or custodial need.

Chartered Accountants prosecuted under the Companies Act, 2013 were granted anticipatory bail because the material did not prima facie show their participation in a criminal conspiracy, obtaining bank finance, receipt of undue pecuniary advantage, or any custodial necessity. The Court noted that Section 212(6), read with Section 447, imposes a stringent bail standard, but it still requires prima facie linkage to the alleged fraud before pre-trial incarceration can be justified. Parity with co-accused statutory auditors who had already obtained bail further supported relief.

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Issues: (i) Whether the petitioners, being Chartered Accountants facing prosecution under the Companies Act, 2013, made out a case for anticipatory bail despite the stringent conditions under Section 212(6) read with Section 447; (ii) whether parity with co-accused who had already obtained bail supported grant of relief.

Issue (i): Whether the petitioners, being Chartered Accountants facing prosecution under the Companies Act, 2013, made out a case for anticipatory bail despite the stringent conditions under Section 212(6) read with Section 447.

Analysis: The allegations against the petitioners were confined to their role as statutory or internal auditors in relation to falsified financial statements and related omissions. The material before the Court did not show that they had participated in obtaining the bank finance, received any undue pecuniary advantage, or were part of a criminal conspiracy to siphon funds. The reasoning emphasized that, absent prima facie material showing intentional collusion or improper gain, the conduct attributed to the petitioners amounted at most to dereliction of duty. The Court further held that Section 212(6) places a restrictive burden in bail matters under Section 447, but the rigour of that provision does not dispense with the need for prima facie material linking the accused to the alleged fraud in a manner justifying pre-trial incarceration. On the facts, custodial interrogation was not shown to be necessary.

Conclusion: The petitioners were entitled to anticipatory bail.

Issue (ii): Whether parity with co-accused who had already obtained bail supported grant of relief.

Analysis: The Court noted that two co-accused statutory auditors had already been granted bail and that the petitioners' role was not shown to be more serious than theirs in a manner warranting differential treatment. The Court treated parity as an additional supporting circumstance, while resting the core relief on the absence of a compelling case for custody.

Conclusion: Parity supported grant of anticipatory bail.

Final Conclusion: The petitions were allowed and the interim protection was made absolute, resulting in grant of anticipatory bail to the petitioners.

Ratio Decidendi: In prosecutions under Section 447 of the Companies Act, 2013, the rigour of Section 212(6) applies, but anticipatory bail may be granted where the material does not prima facie show criminal conspiracy, undue benefit, or a custodial need, and parity with similarly placed co-accused may reinforce that relief.

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