MOHAMMADABBAS NAUSHADALI PATEL, vs THE STATE OF KARNATAKA,
- Court
- Karnataka High Court
1
Reserved on : 29.07.2026
Pronounced on : 16.10.2026
IN THE HIGH COURT OF KARNATAKA AT BENGALURU
TH
DATED THIS THE 16 DAY OF OCTOBER, 2026
BEFORE
THE HON'BLE MR. JUSTICE M. NAGAPRASANNA
CRIMINAL PETITION No.8900 OF 2026
BETWEEN:
1 . MOHAMMADABBAS NAUSHADALI PATEL,
S/O NAUSHADALI PATEL,
AGED ABOUT 32 YEARS,
RESIDING AT HOUSE NO.3302/1
PLOT NO.362.37
VERANI HOUSE
CHANKYAPURI CO-OPERATIVE
HOUSING SOCIETY
BAVISA FALIYA, SILVASSA,
DADRA AND NAGAR HAVELI – 396 230.
2 . RAHILABBAS ALIRAJA VIRANI,
S/O ALIRAJA VIRANI,
AGED ABOUT 33 YEARS,
R/O H.NO.3302/1, PLOT NO.362.37,
VIRANI HOUSE
CHANKYAPURI CO-OPERATIVE
HOUSING SOCIETY
BAVISA FALIYA AMLI SILVASSA
DADRA AND NAGAR HAVELI – 396 230.
... PETITIONERS
(BY SRI ADITYA SONDHI, SR.ADVOCATE A/W
Digitally
signed by
CHETAN B C
Location:
High Court
of Karnataka
2
SRI ANGAD KAMATH, ADVOCATE)
AND:
1 . THE STATE OF KARNATAKA,
KORMANGALA PS
REPRESENTED BY
THE STATE PUBLIC PROSECUTOR,
HIGH COURT OF KARNATAKA,
BENGALURU – 560 001.
2 . MENSA BRAND TECHNOLOGIES PRIVATE LIMITED,
REPRESENTED BY ITS
AUTHORISED REPRESENTATIVE,
HAVING ITS OFFICE AT
ND RD
2 AND 3 FLOOR,
VAISHNAVI SILICON TERRACES,
TH
30/1, HOSUR ROAD, 7 BLOCK,
KORAMANGALA,
BENGALURU – 560 095.
REPRESENTED BY AUTHORIZED
REPRESENTATIVE ADITYA THAPA
S/O YUDH DAMAN SINGH THAPA
AGED ABOUT 42 YEARS.
... RESPONDENTS
(BY SMT.WAHEEDA M.M., HCGP FOR R-1;
SRI S.BASAVARAJ, SR.ADVOCATE A/W
SRI SACHIN CHANDRAHASA, ADVOCATE FOR R-2)
THIS CRIMINAL PETITION IS FILED UNDER SECTION 528 OF
BNSS., PRAYING TO QUASH THE IMPUGNED FIR NO.157/2026
DATED 07.05.2026 REGISTERED ON THE FILE OF THE
KORAMANGALA POLICE STATION, BENGALURU CITY, FOR THE
OFFENCES P/U/S 316(2), 318(4) R/W SECTIONS 3(5) AND 61(2)
TH
(b) OF THE BNS, 2023 PENDING BEFORE THE 39 A.C.M.M
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THEREFROM IN EXERCISE OF THE INHERENT POWERS OF THIS
HON’BLE COURT U/S 528 OF THE BNSS, 2023 VIDE ANNEXURE-A.
THIS CRIMINAL PETITION HAVING BEEN HEARD AND
RESERVED FOR ORDERS ON 29.07.2026, COMING ON FOR
PRONOUNCEMENT THIS DAY, THE COURT MADE THE FOLLOWING:-
CORAM: THE HON'BLE MR JUSTICE M.NAGAPRASANNA
CAV ORDER
The petitioners-accused Nos.1 and 2 are before the Court
calling in question registration of a crime in Crime No.157 of 2026
registered for offences punishable under Sections 316(2), 318(4)
r/w Section 3(5) and 61(2)(b) of the BNS.
2. Heard Sri Aditya Sondhi, learned senior counsel along with
Sri Angad Kamath, learned counsel appearing for the petitioners,
Smt. Waheeda M.M., learned High Court Government Pleader
appearing for respondent No.1 and Sri S.Basavaraj, learned senior
counsel along with Sri Sachin Chandrahasa, learned counsel
appearing for respondent No.2.
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3. Facts in brief, germane, are as follows: -
3.1. On 11-11-2019, an agreement is entered into between
Paradise Nutrition Inc. and Tanvi Healthcare towards setting up
their competing rights in ‘Myfitness/MF’ trademark. Tanvi
Healthcare was permitted to use the mark for specified products
under Class 29, principally peanut butter and other allied products,
while agreeing not to use or change the mark in other items. On
25-08-2022, an investment agreement is entered into between
Mensa Brand Technologies Private Limited (‘Mensa’), Tanvi Fitness
Private Limited ('Tanvi'), Mohammadabbas Naushadali Patel and
Rahilabbas Aliraja Virani for acquisition of shares in Tanvi by Mensa.
In furtherance of the said agreement, a plethora of
correspondences emerge between the two. It is alleged that on
14-04-2023, the complainant company - Mensa discussed
expansion of ‘Myfitness’ brand beyond peanut butter to other
categories. Through correspondence, Mensa is said to have
discovered and internally acknowledged the restrictive terms
between the earlier agreement holder i.e., Mensa and Tanvi.
Proceedings are then instituted before the High Court of Delhi
Commercial Division by Tanvi against one Paradise Nutrition Inc.
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and others, wherein the parties agreed to amicably settle the
dispute and connected rectification petitions to be brought into
existence pursuant to a settlement agreement dated 06-02-2025.
3.2. On 01-02-2026, the petitioners issue a notice rescinding
and terminating the investment agreement alleging material and
fundamental breaches by Mensa including violation of governance,
information, reserved matter rights, unlawful related party
transactions, exclusion from Board and shareholder processes. The
primary allegation in the termination notice was fraud, siphoning of
funds and erosion of the company’s value. The termination was
replied to on 06-02-2026. Proceedings are instituted against
termination notice invoking the disputes right from the day of
investment agreement before the Arbitrator or before the National
lis
Company Law Tribunal. The genesis of the present is that
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Mensa/2 respondent registers a complaint before the jurisdictional
Police against accused Nos. 1 to 4, of whom accused Nos. 1 and 2
are the present petitioners, for the offences punishable as
afore-quoted. This becomes a crime in Crime No.157 of 2026. The
crime was registered on 07-05-2026 and the subject petition is
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preferred on 22-06-2026. The matter was at that stage heard and
reserved.
4. The learned senior counsel Sri Aditya Sondhi appearing for
the petitioners would vehemently contend that the crime in Crime
No.157 of 2026 does not disclose fundamental elements necessary
to constitute the offence of cheating and criminal breach of trust
under Sections 316(2) and 318(4) of the BNS. The alleged
non-disclosure of co-existence agreement is a contractual dispute.
Mensa, the complainant has itself invoked the dispute resolution
mechanism and raised the same allegations in the pending arbitral
proceedings. The dispute concerning applicability and effect of the
co-existence agreement clearly involves contractual and intellectual
property rights and that does not by itself constitute a criminal
offence. The petitioners contend that the FIR, in the absence of
essential ingredients and against the backdrop of pending
contractual proceedings, amounts to an abuse of the process of
law.
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Per contra
5. , learned senior counsel Sri S. Basavaraj
representing the complainant would vehemently refute the
submissions in contending that the petitioners represented Tanvi to
be the sole owner of Myfitness trademarks with unrestricted rights
across in all categories. Believing this to be true, Mensa invested
Rs.143/- crores. The co-existence agreement dated 11-11-2019
was never disclosed at the time of entering into the investment
agreement between the complainant and Tanvi. These are enough
ingredients for the offence of cheating, as dishonest intention on
the part of Tanvi was from the inception where the complainant
parted away with Rs.143/- crores. The learned senior counsel
places reliance upon a report dated 20-02-2026, which clearly
reveals the extent of alleged fraud by the petitioners, which
according to the learned senior counsel necessitates investigation.
Mere pendency of a contractual dispute before the Arbitrator or
before the Company Law Tribunal would not by itself bar
investigation in the least in the alleged criminal offence. It is his
contention that the two can go hand in hand. He seeks dismissal of
the petition.
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6. The learned counsel Sri Angad Kamath would join issue in
contending that in a pure contractual dispute, a look out circular
also is issued against the petitioners which has barred them from
travelling for business purposes.
7. I have given my anxious consideration to the submissions
made by the respective learned counsel and have perused the
material on record.
8. The afore-narrated facts are all a matter of record. The
genesis is from an agreement dated 11-11-2019, a co-existence
agreement between Mensa and Tanvi. Later an investment
agreement is entered into between the present petitioners and
Mensa. The investment agreement allegedly leads to certain
discovery which is indicated by way of electronic mail, which reads
as follows:
“From: Mohammad Patel [email protected]
Subject: Re: Launch of Myfitness into other categories
Date: 14 Apr 2023 at 4:54:16 PM
To: Huzaifa Faizullabhoy [email protected]
Cc: Aishwarya Mahesh [email protected], Anant
Dang [email protected]
Got it.
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The reason to approach you and Dang is to find a way into this.
What can be done?
On 14 Apr 2023, at 6:14 pm, Huzaifa Faizullabhoy
<[email protected]> wrote:
Hi Mohammad,
The description of Tanvi Healthcare includes its predecessors
and successors in right, title and interest - as a result, this
would apply to TFPL as well.
Regards,
Huzaifa
On Fri, 14 Apr 2023 at 5:18 PM, Mohammad Patel
<[email protected]> wrote:
Hey Huzaifa,
Please note that agreement with paradise is with Tanvi
Healthcare not Tanvi Fitness Private Limited. Tanvi Fitness
Private Limited has nothing to do with that agreement.
Kindly advise.
Regards,
Mohammad Patel
On 14 Apr 2023, at 3:41 pm, Huzaifa Faizullabhoy
<[email protected]> wrote:
Hi Aishwarya,
As discussed, our ability to launch MYFITNESS is restricted to
nut butters under class 29, as per the enclosed settlement
agreement with Paradise Nutrition dated November 11, 2019.
Paradise has an identical trademark "MYFITNESS" registered in
class 5 (dietary supplements), class 25 (clothing), class 30
(other foods), class 31 (raw food and seeds), among others. We
are also restricted from contesting Paradise's TM applications
and registrations in any category except class 29.
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For product expansion to gym supplements, two options we
could consider:
1. Renegotiate the terms of the settlement agreement with
Paradise Nutrition to extend our product exclusivity to class 5
and class 30 - to cover gym supplements and other health
food we may expand to in the future. This could involve a
payout to Paradise Nutrition, since they are already selling
dietary supplements. This would be the cleanest way to
expand into these categories.
2. Launch under Suprfit - the class 5 trademark which covers
dietary supplements is not registered as yet, but currently no
restriction on use.
Please let us know your thoughts.
Regards,
Huzaifa
On Mon, 10 Apr 2023 at 13:40, Anant Dang
<[email protected]> wrote:
Thanks.
@Huzaifa Faizullabhoy can you take a look at this?
On Mon, 10 Apr 2023 at 13:25, Aishwarya Mahesh
<[email protected]>
wrote:
Hi Dang
As discussed we are looking at launching myfitness into
categories other than nut butters, primarily gym supplements
Could you please come back on the scope of the above?
Would be good if we can get a full picture on what categories we
can launch within 25,29,30,31
Regards
11
Aishwarya
“IMPORTANT: The contents of this email and any attachments
are confidential. They are intended for the named recipient(s)
only. If you have received this email by mistake, please notify
the sender immediately and do not disclose the contents to
anyone or make copies thereof"
Anant Dang
General Counsel, Mensa Brands
Email: [email protected] | Phone: (+91) 96542 99403
The information contained in this communication may be legally
privileged and confidential and is for the use of the intended
recipient(s) only. It should not be read copied or used by
anyone other than the intended recipient(s) If you have
received this message in error, please notify us immediately at
the above coordinates preserve its confidentiality, and delete it
from your system. Thank you
"IMPORTANT: The contents of this email and any attachments
are confidential. They are intended for the named recipient(s)
only. If you have received this email by mistake, please notify
the sender immediately and do not disclose the contents to
anyone or make copies thereof"
"IMPORTANT: The contents of this email and any attachments
are confidential. They are intended for the named recipient(s)
only. If you have received this email by mistake, please notify
the sender immediately and do not disclose the contents to
anyone or make copies thereof"
"IMPORTANT: The contents of this email and any attachments
are confidential. They are intended for the named recipient(s)
only. If you have received this email by mistake, please notify
the sender immediately and do not disclose the contents to
anyone or make copies thereof"
"IMPORTANT: The contents of this email and any attachments
are confidential. They are intended for the named recipient(s)
only. If you have received this email by mistake, please notify
the sender immediately and do not disclose the contents to
anyone or make copies thereof"
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After the communication of the said mail, a Commercial Original
Suit is instituted before the Delhi High Court in C.S. (COMM)
No.133 of 2024 between two parties – Tanvi and one M/s Paradise
Nutrition Inc. This is amicably settled pursuant to an execution and
affirmation of a settlement agreement dated 06-02-2025. After the
said settlement agreement, the petitioners are said to have issued
notice terminating investment agreement entered into on
25-08-2022 alleging violation of investment agreement, fraud and
siphoning of funds. The termination notice reads as follows:
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15
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This is replied to by the complainant and after receipt of the said
reply, an arbitration notice invoking arbitration in terms of
investment agreement in Clause 19.15 was issued. This is the
genesis of the arbitration proceedings between the two. The notice
reads as follows:
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25
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The dispute then reaches the National Company Law Tribunal
between the complainant and the petitioners. During subsistence of
proceedings seeking invocation of arbitration and proceedings
before the National Company Law Tribunal, three orders are passed
by the Tribunal – one on 24-02-2026, which reads as follows:
“ ORDER
1. The present Application has been filed under Section 241-
242 of the Companies Act, 2013 by the petitioners namely
Mr. Mohammadabbas Naushadali Patel (Petitioner No.1)
and Mr. Rahilabbas Aliraja Virani (Petitioner No.2). Both the
Petitioners are the promoters and founders of the Company,
Tanvi Fitness Private Limited (Respondent No. 1). The
present Petition has been filed in respect of acts of oppression
and mismanagement, primarily by Mensa Brand Technologies
Pte. Limited (Respondent No. 2) and the Directors appointed
on behalf of Respondent No. 2, namely Mr. Ananth
Sankaranarayanan and Mr. Akshay Jain (Respondent Nos. 3
and 4).
2. We have heard Mr. Atul V. Sood, Ld. Counsel appearing
on behalf of the Petitioners. He submits that Respondent No.1
Company was incorporated on 31.01.2019 and is primarily
engaged in the business of manufacturing, selling, marketing,
importing, exporting and dealing in peanut butters through its
flagship brand “MyFitness”, thereby revolutionizing consumer
access to nutritious, high-protein peanut butter. The Company
also markets other fitness-oriented consumables under the
brand names “Suprfit” and “Kick”
3. It is submitted that under the Petitioners leadership,
Respondent No.1 Company grew from a revenue of 0.152 Crore
in the Financial Year 2019-20 to Rs.92.06 Crore (with a profit of
4.80 Crore) in Financial Year 2022-23; and owing to rapid
growth of R1 under the petitioners management, the Investor
Company (Respondent No.2) in the year 2022 purchased the
shares of the Promoters for a consideration of Rs.142 Crores,
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pursuant to which Respondent No.2 now holds controlling stakes
of 51.66% shareholding in Respondent No. 1 Company. The
Petitioners (P1 and P2) collectively now have 45.37%
shareholding. It is further submitted that subsequent to the
acquisition of shareholding by the Investor in Respondent No.1
Company, Priyanka 24.02.2026 there was a change in the
directorship. At present, there is one Director (Petitioner No. 2)
representing the Promoters/Founders, whereas Respondent Nos.
3 and 4 are the Directors representing the Investor.
4. During the course of arguments, it has been brought to
our notice that the Investor (Respondent No. 2 Company),
which was a Singapore-based company, has recently been
merged with an Indian-based company, namely Mensa Brand
Tech Private Limited . The order granting approval for the said
merger has been pronounced on 20.02.2026.
5. It is the case of the Petitioners that, after having taken
control, the Investor commenced various acts of oppressions
and mismanagement, inasmuch as these have been denial of
information and inspection rights, the Board Meetings were
conducted without mandatory quorum of at least one Director
from both sides and without any written quorum waived and in
such meetings investor’s directors approved critical reserved
matters, including non-arm’s length related party transactions,
intra group loans, discontinuation of key business lines in breach
of agreed governance framework. It is also submitted that in
number of Annual General Meetings convened during the period
2022 to 2025, the Petitioner-Director was not given any notice.
6. The Ld. Counsel Mr. Atul V. Sood also refers to an email
dated 15.07.2024, which was issued to the Petitioner-
Director/Shareholder as regards EGM purported to be held on
12.07.2024 (wrongly mentioned as 12.07.2023 in the email)
and thereby, he submits that such an intimation was given after
conducting the EGM.
7. The Ld. Counsel refers to Form MGT-14, which contains a
consent letter Priyanka 24.02.2026 dated 12.07.2024
purportedly signed by Petitioner No. 1, and submits that the
said document is forged, as Petitioner No. 1 had not signed the
said consent letter.
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8. He further submits that the Company was performing
well, with revenue increasing year after year and generating
profits; however, after assuming control, the Investors allegedly
entered into certain related-party transactions without the
consent of Petitioner Nos. 1 and 2, which was mandatorily
required, as per the amended Articles of Association. According
to him, these transactions ultimately resulted in losses to the R1
Company.
9. He also points out that during the same period, the
profitability in respect of the related group companies of
investor R2 has increased many times as a result of non-armed
length transaction. He submits that, in the context, a reference
was made to the Auditor Alvarez & Marsal for investing the
transactions and submitting their report. The report is also
placed in the Application which shows that the payments under
the two heads “ warehousing costs” and “shared service
costs ” to the related parties (of R-2) namely Cephus Brand
Technologies Pvt. Ltd. and Mensa Brand Technology Pvt.
Ltd. respectively were made at much higher value compared
arm’s length value. He also submits that now the Respondents
R-2, R-3 and R-4 are trying to oust the Petitioners from the R1
Company.
10. We have also heard Mrs. Munisha Gandhi, appearing on
behalf of R1 Company and Mr. Anand Chhibbar, Ld. Senior
Counsel appearing on behalf of the Investor Shareholder-(R-2
Company). We have also heard Mr. Aalok Jagga appearing on
behalf of R6-Company Secretary.
11. Mrs. Munisha Gandhi, Ld. Senior Counsel, submits that
Respondent Priyanka 24.02.2026 No. 2 Company was
constrained to take the aforesaid steps in view of certain
defaults on the part of the Petitioners. She submits that
following the investment agreement, the petitioners were
restrained from commencing any competing business and were
required to work with the Company as employees for furthering
the interests of the Company.
12. The Ld. Senior Counsel submits that the Petitioners
nevertheless, had resorted to get engaged in parallel-competing
business through another Company and by hiding the
information thereof and had also resigned from the Company
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(R1) as on July, 2023 and December, 2023 as an employee. She
contends that there were various other defaults as well.
13. She further submits that in this context, the Company
(R1) made a reference to the Auditors, Grant Thornton Bharat
LLP and Baker McKenzie , on 29.01.2026 and 30.01.2026,
respectively, and they, in turn, submitted their reports dated
20.02.2026 and 16.02.2026. She submits that while making the
reference to Grant Thornton Bharat LLP, Petitioner No. 1 had
given his consent; however, no such consent was given by the
Petitioners in respect of the reference made to the second
Auditor- Baker McKenzie .
14. It is also brought to our notice by the Ld. Counsel Mr. Atul
V. Sood that yesterday vide the notice letter dated 23.02.2026,
the R2 had put a call option for purchase of remaining
shareholding of the Petitioners in terms of the Investment
Agreement; and that this call option has been exercised after
the present Application has been filed under Section 241-242 of
the Companies Act. He also refers to various interim relief
sought in the Application.
15. However, we are of the view that in the facts of the case
as narrated by the Ld. Counsel from both the sides, it will be
essential that respondents first Priyanka 24.02.2026 of all file a
reply so that a just view could be taken thereon. Nevertheless,
as regards the move for putting a call option for acquiring the
remaining shareholding of the Petitioners, we direct that this
process will not proceed ahead and thereby the R2 will not
attempt to take over the shareholding of the Petitioners, on the
ground of default if any, till the next date of hearing. Issue
notice to the Respondents. The Ld. Counsel appearing for the
Respondents accept the notice. Reply to be filed including the
various issues on which interim relief are sought by the
Petitioners.
16. We have also taken note of the submissions so made by
Mr. Aalok Jagga, Ld. Counsel appearing for the R-6 that certain
allegations are made as regards to the Company Secretary in
making various compliances by the Company and he also seeks
liberty to place on record various relevant documents to show
that there was as such no non-compliances as per the
Companies Act as regards her role is concerned.
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17. Reply to the present Petition be filed within one week with
a copy in advance to the counsel opposite. Rejoinder, thereto, if
any, be filed within one week thereafter, with a copy in advance
to the counsel opposite.
18. List the matter on 19.03.2026 (Higher on Board) .”
Next on 20-04-2026, which reads as follows:
“ ORDER
HYBRID MODE
20.04.2026: This appeal is filed against an impugned order
dated 24.02.2026 passed by the Ld. NCLT, Chandigarh in CP
No.12/CHD/HRy/2026 in a petition filed under Section 241-242,
244 and 246 of the Companies Act, 2013.
2. The learned senior counsel for respondents appears on
advance notice.
3. It is the submission of the learned senior counsel for the
appellant there is an Investment Agreement dated 25.08.2022
executed between the parties wherein the appellants have an
absolute right of call option and Respondent shall be obliged to
sell their shares. Such call option was to end in October, 2025
but per agreement, the appellants have a right to accelerate the
call option on an event of default. The appellant alleged that
they issued a pre dispute notice to respondents No.1 and 2 in
accordance with Clauses 19.15.2 and 14.4.1 of the Investment
Agreement calling upon them to settle the disputes by entering
into discussions and rather appointed Mr Grant Thomton and
Mr. Baker McKenzieas as Independent Adjudicators No.1 and 2
to find out as to if the sellers have committed default under the
terms and conditions of the Investment Agreement.
4. This matter is now pending before the Ld Arbitral Tribunal
and is coming up on 27.04.2026 on pre- management hearing.
The appellant have yet to file a claim before the Ld. Arbitral
Tribunal. It was one of the submission of the appellant the
question of breach of the agreement as also the correctness of
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the right to call option shall be considered by the Ld. Arbitral
Tribunal. The respondents, however, dispute the facts and
submit the default, if any, was on the part of the appellants.
5. In view of the fact, despite the arbitration been initiated
and the Ld. Arbitral Tribunal has since been constituted, the Ld.
NCLT has directed the process of acquiring of the remaining
shareholding shall not be proceeded further and the appellant
shall not attempt to take over the shareholding of the
petitioners, on grounds of default, if any, till the next date of
hearing, as the respondents apprehended their 44%
shareholding may not be usurped by the appellants.
6. Since the issues as stated above are now pending before
the Ld. Arbitral Tribunal, hence we direct the impugned order or
the pendency of the company petition shall not come in the way
of proceedings before the Ld. Arbitral Tribunal.
7. With these observations the appeal is disposed of.
8. Pending IAs No.2539 and 2540/2026 are also disposed
of.”
And the last of the order where stay was extended in favour of the
present petitioners was on 07-05-2026. It reads as follows:
“ ORDER
COMP.APPL/65/CH)2026
This is the application filed under Section 8 of the Arbitration
and Conciliation Act, 1996 in the matter of CP
No.12/Chd/Hry/2026 which was filed under Section 241-242 of
the Companies Act, 2013.
2. We have heard learned Senior Counsels Mr. Anand
Chhibbar and Ms. Munisha Gandhi, appearing for the applicant-
Mensa Brand Technologies Pvt. Ltd. herein. They submit
that the respondent company- Tanvi Fitness Pvt. Ltd. in CP
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No.12/Chd/Hry/2026 stands merged with the applicant company
herein. Accordingly, the applicant company is seeking to allow
the present application and refer the parties to arbitration in
terms of the arbitration clause contained in Clause 19.15 of the
agreement dated 25.08.2022.
3. Mr. Atul V. Sood, Advocate appearing for the respondent
herein who is the petitioner in CP No.12/Chd/Hry/2026 accepts
the notice. Reply be filed within two weeks with an advance
copy to the counsel opposite.
4. During the course of arguments, the learned senior
counsels have referred our order dated 24.02.2026 passed in
the said company petition whereby the process of acquiring of
the shareholding of the petitioners by putting call option was
stayed; and the NCLAT's order dated 20.04.2026 thereon is
Company Appeal No. 123/2026.
5. Having heard the submissions made by both the sides, we
are of the view that the stay which was granted vide order
dated 24.02.2026 shall continue to operate till the next date of
hearing.
6. It has been brought to our notice that the Arbitral
Tribunal has been constituted and both parties have already
appeared.
7. List this matter for further hearing on 25.05.2026 .
CP No.12/Chd/Hry/2026, Caveat No. 2/2026, COMP.APPL
/42(CH)2026
List this matter on 25.05.2026 .”
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On the same day i.e., on 07-05-2026, the complaint before the
jurisdictional police comes to be registered. The complaint reads as
follows:
“From
Aditya Thapa
S/o Yudh Daman Singh Thapa, 42 yrs.
Authorised Representative of
Mensa Brand Technologies Private Limited,
2nd & 3rd Floor, Vaishnavi Silicon Terraces,
30/1, Hosur Road, 7th Block, Koramangala,
Bengaluru-560 095.
Mobile No.: 88004 94407
To,
The Station House Officer,
Koramangala Police Station,
Bengaluru 560 095.
Sir,
Subject : Complaint against Mohammadabbas Naushadali
Patel, Rahilabbas Aliraja Virani, Poojan Shah
and Fazal Lakhani.
Mensa Brand Technologies Private Limited is a registered
private limited company having its office at 2nd & 3rd Floor,
Vaishnavi Silicon Terraces, 30/1, Hosur Road, 7th Block,
Koramangala; Bengaluru 560 095 (hereinafter called the
complainant company). I am the authorised representative of
Mensa Brand Technologies Private Limited, and I am filing this
complaint and prosecuting the accused persons under the
resolution dated 14.03.2026. Accordingly; upon such
authorisation, I am submitting this complaint against the
accused persons.
1. Earlier there was Mensa Brand Technologies Pvt. Limited,
Singapore, and it was registered in Singapore, having a
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registered office there, but it was having its subsidiary entities
in India. Among such subsidiary entities, Mensa Brand
Technologies Private Limited is also one of them. Subsequently,
Mensa Brand Technologies Pvt Limited and certain other
entities, merged into Mensa Brand Technologies Private Limited,
by virtue of the merger order dated 20.02.2026 passed by the
Hon'ble NCLT, Chandigarh Bench. Accordingly, since
23.02.2026, the complainant company is the successor entity of
Mensa Brand Technologies Pvt Limited, Singapore.
2. Mensa Brand Technologies Pvt. Limited had acquired shares
of Tanvi Fitness Private Limited (TFPL) in September 2022
primarily from the accused persons. TFPL is a registered private
company incorporated in 2019. It has its registered office at
Akasa Coworking, 3rd Floor; Tower-B. UnitechCyberPark, Sector
39, Gurgaon Sector 45, Gurgaon, Sector 45, Haryana, India,
122003. The directors of TFPL before investment made by
Mensa Brand Technologies Pvt Limited, Singapore were
Mohammadabbas Naushadali Patel, Rahilabbas Aliraja Virani and
Poojan Shah and Fazal Lakhani were senior employees in TFPL,
and they are the persons who were responsible for day-to-day
activities and management of the TFPL.
a) The TFPL is engaged in the business of selling, marketing,
exporting and dealing in nutritionfood products primarily brand
name "MYFITNESS".
b) That the Mensa Brand Technologies Pvt. Limited, Singapore,
wanted to expand its business in India, Accordingly, it was
looking for a startup company which needs investment and
other supportive aids. The accused after getting such
information, approached Mensa Brand Technologies Pvt Limited,
Singapore, and convinced it that TFPL is engaged in selling,
marketing, importing, exporting and dealing in various nutrition
food products under the brand name "MYFITNESS" and all the
brands and products are protected under the registered
trademarks and other intellectual properties by submitting the
relevant reports and documents. Further, the accused
succeeded in convincing us that, because of such qualitative
products and brand, if investment is made in that company,
Mensa Brand Technologies Pvt. Limited would grow significantly.
Mensa Brand Technologies Pvt. Limited Singapore accordingly
agreed to acquire shares of TFPL from the accused persons.
37
c) That the accused persons got TFPL's shares evaluated by one
G.V.R. Capital Advisors Private Limited under a report dated
15.07.2022 and as of that date, the equity shares of TFPL were
evaluated at Rs. 22,456.96 per share. Accordingly, the accused
persons, who are holding shares of the TFPL company induced
Mensa Brand Technologies Pvt. Limited, Singapore, to purchase
their shares at the rate of Rs 22,456.96 and succeeded in
making Mensa Brand Technologies Pvt. Limited to entering into
an investment agreement with Tanvi Fitness Private Limited and
with them dated 25.08.2022. According to the clauses of said
agreement, the Mensa Branch Technologies Pvt. Limited
purchased the shares worth Rs.1,421,765,000/-from the
accused persons (Mohammadabbas Naushadali Patel and
Rahilabbas Aliraja Virani). The said agreement details the
purchasing and selling of shares and governance of TFPL.
d) That, after purchasing 51% of the shares in the TFPL, Mensa
Brand Technologies Pvt. Limited wanted to launch new nutrition
products under the brand name "MYFITNESS", but surprisingly it
came to know that TFPL does not have the right to sell products
other than limited class 29 goods (nut butters) under the brand-
name "MYFITNESS". But it is having a co-existence agreement
with one Paradise Nutrition Inc. (signed in 2019) Under that
agreement only peanut butter, peanuts, almond butter, coated
peanuts, roasted peanuts, cashew butter, and pistachio butter
were permitted to be sold by TFPL (as successor of Tanvi
Healthcare) by using the "MYFITNESS" brand. Consequently, the
Mensa Brand Technologies Pvt. Limited held that the TFPL
deceived it by not disclosing the true and material facts about
the co-existence agreement with Paradise Nutrition Inc. But the
accused persons went on convincing Mensa Brand Technologies
Pvt. Limited that TFPL could still do so.
e) The complainant company, learning all those facts,
approached the accused persons and asked why the TFPL did
not disclose the pre-existing agreement with Paradise Nutrition
Inc. regarding restraints in using brands, etc. Further, the
evaluation of equity was much inflated at the time of making the
Mensa Brand Technologies Pvt. Limited, Singapore, enter into an
investment agreement. But the replies and the conducts of the
accused confirmed that, accused persons had the intention of
cheating since the beginning when they entered into discussions
38
with Mensa Brand Technologies Pvt. Limited, Singapore, to
acquire their shares in TFPL. Further with that malafide
intention, the accused persons induced the Mensa Brand
Technologies Pvt. Limited to invest in the company because it is
having a very high brand value mutrition proshoots and can
launch and sell multiple products in the nutrition product
category other than peanut butter in the name of "MYFITNESS"
by having registered trademarks and other intellectual
Properties. Further, they induced the purchase of 51% of shares
from the accused persons at the rate of Rs. 22,456.96 and
made them invest Rs. 1,421,765,000, Believing the words and
promises of the accused persons the complainant company
invested its huge money. Further it spent huge money for the
purpose of launching a new nutrition products in the name and
brand "MYFITNESS". But the TFPL and accused persons had
concealed the real fact from the beginning about the co-
existence agreement with Paradise Nutrition Inc. and their
incapability of manufacturing, selling and marketing the
products in the name and brand "MYFITNESS" except limited
class. 29 goods which was not declared to the Company and
falsely misrepresented by the Accused. Therefore the
complainant company is suffering unlawful loss for not being
able to launch new products in the name and brand
"MYFITNESS", At present the complainant company affirms that
the unlawful loss approximately be quantified as 12 Crores till it
is assessed by the experts.
3. That the accused persons conspired together to dupe or cheat
the Mensa Brand Technologies Pvt. Limited, approached it and
succeeded to get an agreement of investment (for acquisition of
shares) on 25.08.2022, and consequently were made to
purchase 51% of the shares from the accused persons
belonging to the TFPL on the false promise that TFPL can
launch, market and sell all kinds of nutrition products. Because
of such mala fide intentions of the accused persons, the
complainant company has been cheated and suffering unlawful
losses as it has been unable to launch, sell or market any
nutrition product category other than peanut butter.
4. Hence, the complainant company intends to file a complaint
against the TFPL and accused persons for the offence of
conspiracy of cheating and providing false documents and
misrepresentation to the complainant company due to which the
39
Company has been suffering unlawful losses due to investment
made for launching new products in the name and brand
"MYFITNESS" to the turne of Rs. 12 Crores approximately, till it
is assessed by the experts.
Hence, I request the officer in-charge of police station to
register a case and initiate criminal action against accused
persons as per law.
Thanking You.
Yours faithfully.
Sd/-
Aditya Thapa
For and on behalf of:
Mensa Brand Technologies Private Limited.”
This becomes a crime in Crime No.157 of 2026 for the offences
punishable under Sections 316(2), 318(4 r/w 3(5) and 61(2)(b) of
the BNS against four accused, two of the accused are before the
Court.
9. The crux of the allegations in the complaint are that the
founders or the erstwhile promoters of Tanvi concealed the
co-existence agreement dated 11-11-2019, which restricted the use
of Myfitness mark and by such alleged concealment, induced
Mensa to invest and acquire 51% of the shareholding in Tanvi,
thereby causing wrongful loss to Mensa. The fallacy in the
complaint can be gathered from the very same allegations being
40
made in the arbitral proceedings initiated by the complainant itself.
It is the very same allegations in the civil proceedings. Though in
the first blush all these would appear to be a matter which is purely
civil in nature, the submissions of the learned senior counsel for the
complainant would merit acceptance. The fact of the matter is that
investigation in the least is necessary in the case at hand. It is
complained that Mensa made investment on representations of
unrestricted ownership of Myfitness, which was not the case, as
Myfitness had only restricted ownership with regard to some peanut
butter and allied items.
10. Mere existence of an arbitration proceedings and National
Company Law Tribunal proceedings would not bar investigation into
an independent allegation of misrepresentation and suppression.
The crime is registered on 07-05-2026 and the present petition is
preferred on 22-06-2026. Therefore, there was no investigation
worth the name conducted as on the date when the matter was
heard.
41
11. It is trite law that a FIR is not an encyclopedia of
offences. The Apex Court in NEEHARIKA INFRASTRUCTURE (P)
1
LTD. v. STATE OF MAHARASHTRA has held as follows:
“…. …. ….
33.12. The first information report is not an
encyclopaedia which must disclose all facts and details
relating to the offence reported. Therefore, when the
investigation by the police is in progress, the court
should not go into the merits of the allegations in the
FIR. Police must be permitted to complete the
investigation. It would be premature to pronounce the
conclusion based on hazy facts that the complaint/FIR
does not deserve to be investigated or that it amounts
to abuse of process of law. After investigation, if the
investigating officer finds that there is no substance in
the application made by the complainant, the
investigating officer may file an appropriate
report/summary before the learned Magistrate which
may be considered by the learned Magistrate in
accordance with the known procedure .”
11.1. Again, the Apex Court in the case of SOMJEET
2
MALLICK v. STATE OF JHARKHAND , has held as follows:
“…. …. ….
15. Before we proceed to test the correctness of the
impugned order, we must bear in mind that at the stage of
deciding whether a criminal proceeding or FIR, as the
case may be, is to be quashed at the threshold or not,
the allegations in the FIR or the police report or the
complaint, including the materials collected during
1
(2021) 19 SCC 401
2
(2024) 10 SCC 527
42
investigation or inquiry, as the case may be, are to be
taken at their face value so as to determine whether a
prima facie case for investigation or proceeding against
the accused, as the case may be, is made out. The
correctness of the allegations is not to be tested at this
stage.
16. To commit an offence, unless the penal statute
provides otherwise, mens rea is one of the essential
ingredients. Existence of mens rea is a question of fact
which may be inferred from the act in question as well
as the surrounding circumstances and conduct of the
accused . As a sequitur, when a party alleges that the
accused, despite taking possession of the truck on hire,
has failed to pay hire charges for months together,
while making false promises for its payment, a prima
facie case, reflective of dishonest intention on the part
of the accused, is made out which may require
investigation. In such circumstances, if the FIR is
quashed at the very inception, it would be nothing
short of an act which thwarts a legitimate
investigation.
17. It is trite law that FIR is not an encyclopaedia
of all imputations. Therefore, to test whether an FIR
discloses commission of a cognizable offence what is to
be looked at is not any omission in the accusations but
the gravamen of the accusations contained therein to
find out whether, prima facie, some cognizable offence
has been committed or not. At this stage, the court is
not required to ascertain as to which specific offence
has been committed.
18. It is only after investigation, at the time of
framing charge, when materials collected during
investigation are before the court, the court has to
draw an opinion as to for commission of which offence
the accused should be tried. Prior to that, if satisfied, the
court may even discharge the accused. Thus, when the FIR
alleges a dishonest conduct on the part of the accused
which, if supported by materials, would disclose
43
commission of a cognizable offence, investigation
should not be thwarted by quashing the FIR.
19. No doubt, a petition to quash the FIR does not
become infructuous on submission of a police report
under Section 173(2)CrPC, but when a police report
has been submitted, particularly when there is no stay
on the investigation, the court must apply its mind to
the materials submitted in support of the police report
before taking a call whether the FIR and consequential
proceedings should be quashed or not. More so, when
the FIR alleges an act which is reflective of a dishonest
conduct of the accused. ”
(Emphasis supplied at each instance)
The Apex Court in terms of the afore-quoted judgments holds that
investigation cannot be interdicted when a cognizable offence is
made out in the FIR.
12. In the above circumstances, without embarking upon
consideration of the case on merits or de-merits of the contentions
and contra-contentions, I deem it appropriate to permit
investigation in the matter, reserving all liberties to the petitioners
fora
to knock at the doors of the appropriate in the event of need.
All contentions would remain open, as well as the liberty to knock
the doors of this Court in the event the investigation leads to the
44
filing of a final report and the final report going against the
petitioners.
13. With the aforesaid observations, the petition stands
dismissed. Interim order operating shall stand dissolved.
Ordered accordingly.
Pending applications if any, also stand disposed.
Sd/-
(M.NAGAPRASANNA)
JUDGE
bkp
CT:MJ