The main legal point established in the judgment is that evidence of fraudulent or dishonest inducement is essential for the offence of cheating, and the existence of an arbitration clause does not preclude a criminal prosecution for cheating if the ingredients of the offence are made out.

JUDGMENT :

B. K. Nayak, J. - Petitioners in both the CRLMCs have been implicated as accused persons in 1CC Case No. 26 of 2014 of the Court of the J.M.F.C., Barbil. They challenge the order dated 04.08.2014 passed by the learned J.M.F.C., Barbil in the said complaint case taking cognizance of offences under Sections 418/ 420/34 of IPC and also the order dated 27.12.2014 passed by the learned Additional Sessions Judge, Champus in Criminal Revision No. 12 of 2014 confirming the said order of cognizance.

Since both the CRLMCs involve the very same impugned orders, they were heard analogously and are being disposed of by this common judgment.

Facts of the case :

2. The complainant, M/s. Sagu India Holdings Limited is a company incorporated under the laws of Mauritius, having its registered office at Multi-consult Limited, Rogers House, President John Kennedy Street, Port Louis, Mauritius and has its office at Raheja Chambers, Nariman Point, Mumbai. The accused persons in both the CRLMCs, namely, Mahesh Sharma and Mr. Ganesh Kumar Sharma and one Rajkumar Upadhyay are the share-holders of M/s. Ganesh Sponge Iron Limited, a company incorporated under the Companies Act, 1956, having is registered office at Joda, Keonjhar in the State of Odisha (herein after referred to as "the Company"). The petitioners and the other accused, Rajkumar Upadhyay are also the directors of two other companies, namely, M/s. Esskay Niwas Private Limited and M/s. Samsung Marketing Private Limited, both having their registered office at Durgapur, Block-L, New Alipore, Kolkata. M/s. Esskay Niwas Private Limited and M/s. Samsung Private Limited are also the shareholders of the Company, M/s. Ganesh Sponge Iron Private Limited.

3. It is alleged by the complainant company that the accused persons with mala fide intention approached and induced the complainant company to make investment in the Company, which is engaged in the business of manufacturing and producing all kinds of sponge iron and steel in the State of Odisha. The accused persons misrepresented several facts with regard to productivity and feasibility of the company and also about its assets, capacity and quality of products etc. Accused Mahesh Sharma also represented the representative of the complainant company, namely, Deepak Chawla that his late father had applied for mining lease over 1301 hectares in village Deojhar in Keonjhar District and was assured that the lease would be granted in his favour and also a false representation was given by Mahesh Sharma that he had bought two mines having substantial productivity and it was later discovered that their licenses had expired. There was also mis-representation about the valuation of the company and its shares, which was intended to deceive the complainant. Believing the representations in good faith the complainant agreed for making investment in the Company and entered into an Investment Agreement dated 27.07.2011 and Share-holders Agreement dated 27.07.2011. The accused had also represented that with a view to sell a portion of their holdings in the Company to the complaint they have got necessary resolutions from their respective Board of Directors in accordance with their respective articles of association. The accused executed the Agreements on behalf of the Company and other shareholders including on behalf of M/s. Esskay and M/s. Samsung by representing that they have authorization from their shareholders.

4. As per the Agreements executed between the parties, the complainant agreed to acquire majority equity interest and voting rights by way of purchasing a portion of holdings and by making primary investments into the share capital of the Company, as per the terms and conditions and in the manner set out in the Agreements dated 27.07.2011.

5. The further allegations are that the agreements contemplated that the complainant would acquire shares representing in aggregate 56.47% of the issued share capital of the Company for a total considerat