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2017 Supreme(All) 986
ALLAHABAD HIGH COURT
BEFORE : RAM SURAT RAM (MAURYA), J.
ANAND VARDHAN AND ANOTHER ....Applicants
Versus
STATE OF U.P. AND ANOTHER ....Opposite Party
(Criminal Misc. Application No. 19616 and 19622 of 2015, decided on 21st April, 2017)
Counsel :
Sharique Ahmad, Devansh Rathore and G.S. Chaturvedi for the Applicants; G.A., Dilip Kumar, Rajershi Gupta, Satish Trivedi and Vikash Tripathi for the Opposite Party.
Headnote:Criminal Procedure Code, 1973—Sections 482, 202, 200, 204, 156(1), 156(2)—(Indian) Penal Code, 1860—Sections 406, 420, 467, 468, 471 and 120-B—(Indian) Evidence Act, 1872—Section 92—Criminal complaint—Quashing of—Criminal breach of trust—Summoning order and order of bailable warrant issued—Contractual obligations—Offer to join in business of applicants has been accepted by respondent No. 2 and written agreement was executed between them—A person ought not to be dragged into Court merely because a complaint has been filed—Controversies in instant case be decided on basis of MOU and subsequent conduct of parties—Mere failure to keep up promise subsequently cannot be presumed as an act leading to cheating—Allegations about valuable confidential technical and business models, trade knowledge, cost-profit analysis formulas, expertise, technical knowledge, contracts, management models of complainant is concerned, it was not a tangible property nor were ever entrusted to applicants—It was always remained with the complainant—On its basis applicants could not be punished either for breach of trust or for cheating—Admittedly the complainant did not invest any money—Complaint does not disclose any offence—Criminal proceedings quashed. [Paras 8 to 17]
Result; Applications Allowed.
Hon’ble Ram Surat Ram (Maurya), J.—Heard Sri G.S. Chaturvedi, Senior Advocate, assisted by Sri Sharique Ahmed, Sri Nitin Sharma, Sri Alok Chandra, and Km. Somya Chaturvedi, and Sri Navin Sinha, Senior Advocate, assisted by Sri Devansh Rathore, for the applicants and Sri Dilip Kumar alongwith Sri Vikas Tripathi, Sri Gaurav Agrawal and Sri Rajrshi Gupta, for opposite party-2.
2. These applications under Section 482 Cr.P.C. have been filed for quashing the summoning order and order of bailable warrant passed by Additional Chief Judicial Magistrate 1st, Gautam Budh Nagar dated 25.5.2015 and 2.7.2015, respectively in Complaint Case No. 1419 of 2015, J.K. Arora v. Alok Chandra and others, under Section 406, 420, 467, 468, 471, 120-B IPC, PS Badalpur, district Gautam Budh Nagar as well as entire proceeding of the complaint case.
3. Background facts, leading to this criminal case, in short, are as follows:-
(a) Abdulaziz Al Tuwejri, Majid Abdulaziz Al Tuwejri and Badr Abdulaziz Al Tuwejri, citizens of Kingdom of Saudi Arabia, established a plant to manufacture non-mixed iron and steel ingot etc. at MODON Industrial Area, Al Ahsa, Saudi Arabia. They started business through a company SHARQIA (Al Sharqia Rolling Steel Factory Ltd.), incorporated under the laws of Kingdom of Saudi Arabia. They sold their company, including plants, machinaries, building, land, employees, staffs, customers, investors etc. by way of “Lease ended with Ownership Agreement” dated 29.7.2010 to World Mining Industry Ltd., a company incorporated under the laws of Kingdom of Saudi Arabia, for a total Saudi Riyals 57 million. Sale consideration was payable in 96 monthly installments from 15.11.2010 to 15.10.2018. Amount of installments were fixed in the agreement.
(b) World Mining Industry Ltd., (hereinafter referred to as WMI) issued total 1250 Equity Shares (each share was of value SAR 1000/-). The applicants Surender Kumar Sham Lal purchased 265.625 shares, Alok Chandra purchased 265.625 shares, Tanvir Athar Bukhari purchased 265.625 shares, Anand Vardhan (beneficial owner of shares under transfer of Atam Prakash Sood) purchased 265.625 shares and one Alok Mittal purchased 125.000 shares and one Strategic Solution Public Contracting Est Company purchased 62.500 shares. These persons were “current owners” and were in actual control and management entire business of this manufacturing unit. After purchasing the unit, they began to manufacture its product and achieved production up to 1200 mt. per month on single shift basis. Under the laws of Saudi Arabia, shareholders of the company are in the capacity of partners but their liability is up to extent of their share capital.
(c) According to the applicants, Jagjiv Kumar Arora (opposite party-2) was in Saudi Arabia in June 2012, for his own work. Surender Kumar and his aforesaid business was known to him. As Jagjiv Kumar Arora was also in similar business, as such, he expressed his desire to visit and see the factory of the applicant to Surender Kumar. In this way Jagjiv Kumar Arora visited the factory premises of SHARQIA and thoroughly examined status of the company and business of the applicants. After examining and knowing about all the aspect of the applicants, he expressed his willingness to join the company. He gave allurement to the current owners that by investing in share capital, equal to the existing share capital, he would be able to enhance production of the company up to 3500 mt. per month. At that time, due to increasing demand of WMI’s products in market, the Company and current owners also realized the need of investment of more fund to enhance its production limit. WMI (the company), the current owners (the four applicants and two other shareholders) and Jagjiv Kumar Arora (opposite party-2), Director of Supreme Alloys Ltd. (an Indian Company) (as Strategic Partner) entered into an agreement dated 18.7.2012, in the shape of Memorandum of Understanding.
(d) According to Jagjiv Kumar Arora, S
