ORDER :

1. The petitioners have preferred the instant Writ Petition (Cr.) under Article 226 of the Constitution of India, challenging the registration of First Information Report bearing No. 359 of 2021 (Annexure P/1) lodged by respondent No.4 who is the Managing Director of Simplex Casting Limited at Police Station Supela, District Durg (CG) against the petitioners for the offence punishable under Sections 406, 420 read with Section 34 of IPC.

2. The brief facts as reflected from the writ petition are that the petitioner No.1 is a Chairman of the Adventz Group and other petitioners are the Senior Executives of the Company. There was a business transfer agreement (for short, “BTA”) between the petitioners’ company and Simplex Casting Limited which was filed as Annexure P/2 along with the writ petition. BTA has various clauses which provide the manner, procedure to be followed for execution of BTA, purchase and its consideration. Clause 3 of BTA provides purchase consideration which reads as under:-

3.1 The consideration for the sale and transfer of the undertaking as a going concern basis shall be a lump sum amount of INR 57,50,00,000 (Indian Rupees Fifty seven crore and fifty lakh only) net of working capital utilisation of INR 30,00,00,000 (Indian Rupees Thirty crore only) which shall stand transferred to the purchaser along with the undertaking with the condition that there shall be positive net current assets as per the sanction terms of the working capital lenders to justify such working capital limits (“Purchase Consideration”).

3.2 Such Purchase consideration shall be paid by the purchaser to the seller in the following manner: (1) INR 25,00,00,000 (Indian Rupees twenty five crore only) shall be paid to the seller by the purchaser in the following manner.

(a) INR 11,55,00,000/-Indian Rupees Eleven Crore Fifty lac only) payable on the effective date by way of electronic transfer/NEFT/RTGS in favour of Bank of Baroda, Emerging Corporate Bank, Pandry, Raipur.

(b) INR 5,50,00,000 (Indian Rupees Five crore fifty lac only) payable on “April 20, 2019, by way of a cheque drawn in favour of The State Bank of India, Commercial Branch, Pujari Chambers, Pachpedi Naka, Raipur.

(c) (i) INR 1,89,00,000 (Indian Rupees One crore eighty-nine lac only) payable on April 29, 2019;

(ii) INR 1,89,00,000 (Indian Rupees One crore eighty-nine lac only) payable on May 4, 2019.

(iii) INR 1,89,00,000 (Indian Rupees One crore eighty-nine lac only) payable on May 10, 2019;

by way of cheques drawn in favour of the seller towards the consideration payable by the seller to Melbrow, represented by the seller to be its full and final settlement amount against termination of Page 4 of 30 the working agreement dated March 25, 2019, entered into by and between the seller and Malbrow, pursuant to which Melbrow shall have no claim of whatsoever nature, neither against the Undertaking, nor against the Purchaser; and

(d) INR 2,28,00,000 (Indian Rupees two crore twenty eight lac only) payable on April 30, 2019 by way of a cheque drawn in favour of the Seller.

(ii) INR 24,00,00,000/- (Indian Rupees twenty four crore only) shall be paid to the Seller by the Purchaser on or before June 15 2019, subject to satisfactory completion of the Diligence Exercise by the Purchaser and such adjustments as may be determined by the Purchaser pursuant to such Diligence Exercise (“Deferred Consideration”); and

(iii) INR 8,50,00,000 (Indian Rupees Eight crore fifty lac only) by way of transfer of the term loan from the bank(s)/lender(s) of the Seller (in respect of which loan such lenders hold an executive charge over the assets of the Undertaking) to the name of the Purchaser being a liability that pertains/relates to the Undertaking. The parties shall make their best efforts to get such term loan transferred in favour of purchaser as soon as practicable.

3.3 Parties agree that the purchase consideration has been determined basis the Management Certified Financial Statement, and is subject to a