1. Cr.M.Ps. No.393/2012 and 318/2012 have been preferred under Section 482 of the Code of Criminal Procedure, 1973 for quashing order dated 19-03-2012 passed by Chief Judicial Magistrate, Raigarh in Criminal Case (Complaint) No.283/2012. By the impugned order, the learned Chief Judicial Magistrate, Raigarh has ordered for registration of a criminal case (complaint) against the petitioners and for issuance of summons to them.

2. The facts necessary for disposal of the case are as under:

The petitioner in Cr.M.P.No.393/2012 is a private limited company and registered in Singapore with its principal office at 4, Battery Road, # 34-01, Bank of China Building, Singapore. Mr. Manish Jain is authorized representative of the petitioner company and he has been duly authorised to swear affidavit, sign vakalatnama and file the petition. He has also been authorised to do other related necessary acts. The Indian company is a private limited company incorporated and registered in India under the provisions of the Companies Act, 1956. In Cr.M.P.No.318/2012, petitioner No.1 Mrinal Chandran is Vice President (Legal) and petitioner No.2 Amit Gupta is Director of the said Indian company M/s Clearwater Capital Partners India Private Limited having their office at 201, Central Plaza, IInd Floor, 166 CST Road, Kalina, Mumbai. Mr. Atit Soni is a power of attorney holder on behalf of petitioner No.2 Amit Gupta and he has been duly authorized to swear affidavit, sign vakalatnama on behalf of petitioner No.2 Amit Gupta and file the petition.

Respondent No.1 in both the petitions, namely, M/s Ind Synergy Limited, represented through Praveend Kumar Shah, son of Late Ganga Prasad Shah, aged about 38 years, working as Factory Manager, M/s Ind Synergy Limited, Village Kotmar, District Raigarh (CG) has filed Criminal Case (Complaint) No.283/2012 in the Court of Chief Judicial Magistrate, Baigarh. The petitioner company had initially made investment of approximate 74.2 Crores in respondent No.1 company (henceforth 'the respondent company'). In connection with the said investment, the respondent company, its promoters and the petitioner company entered into a Subscription Agreement (SSA), Share-Holders Agreement (SHA). At subsequent date, it inter alia entered into Addendum dated 24-11-2008 (Addendum) (SSA, SHA & the Addenda are hereinafter collectively referred to as the Transaction Documents) on 11-03-2008. The petitioner company currently holds:

(i) Phase - I fully convertible debentures being 2,75,000/- 4% coupon bearing unsecured fully and compulsorily convertible debentures of the face value of Rs.l,000/-

(ii) Phase - II fully convertible debentures being 96,250/- 4% coupon bearing unsecured fully and compulsorily convertible debentures of the face value of Rs.1,000/-

(iii) 500 equity shares on the terms and conditions as set out in the SSA.

Phase - I fully convertible debentures and

Phase - II fully convertible debentures are hereinafter collectively referred to as the "FCDs".

The respondent company and its promoters created several rights in favor of the petitioner company. According to the provisions of Article 9.8.1 of the "SHA", the petitioner company had right to exercise the irrevocable "Default Put Option" in the following circumstances if:

(i) The Complainant Company and its promoters failing to extract cumulative at least 1 million tones of iron ore for the period between April 1, 2009 to March 31, 2010; and/or;

(ii) The initial Public Officer of the Complainant Company is not completed by June 30, 2011, at the end of 40 months from the Investment Date and / or;

(iii) Upon an event of default occurring under the Transaction Documents and/or;

(iv) Upon the Complainant Company and its Promoters breaching any of their covenants under the Transaction Documents.

The respondent company and its promoters failed to extract cumulative at least one million tons of iron ore for the period between April 1, 2009 to March 31, 2010. Therefore, the petitioner compan