Madhya Pradesh High Court
Sanjay Jaiswani vs The State Of Madhya Pradesh on 21 April, 2025
NEUTRAL CITATION NO. 2025:MPHC-IND:10079
1 M.Cr.C.Nos.6312 of 2025; 53305/2024;
53669/2024; & 9025/2025
IN THE HIGH COURT OF MADHYA PRADESH
AT I N D O R E
BEFORE
HON'BLE SHRI JUSTICE BINOD KUMAR DWIVEDI
MISC. CRIMINAL CASE No. 6312 of 2025
NITIN JEEVNANI
Versus
THE STATE OF MADHYA PRADESH AND ANOTHER
.............................................................................................................................
Appearance:
Shri Mohammad Ibrahim - Advocate for the petitioner.
Shri Kamal Kumar Tiwari - Government Advocate for the respondent
No.1 / State.
Shri Ravindra Singh Chhabra, Senior Advocate with Shri Adarsh Jain -
Advocate for respondent No.2.
............................................................................................................................
WITH
MISC. CRIMINAL CASE No. 53305 of 2024
VIJAY JAISWANI AND ANOTHER
Versus
THE STATE OF MADHYA PRADESH AND ANOTHER
.............................................................................................................................
Appearance:
Shri Mohammad Ibrahim - Advocate for the petitioners.
Shri Kamal Kumar Tiwari -Government Advocate for the respondent
No.1 / State.
Shri Ravindra Singh Chhabra, Senior Advocate with Shri Adarsh Jain -
Advocate for respondent No.2.
............................................................................................................................
Signature Not Verified
Signed by: TEJPRAKASH
VYAS
Signing time: 4/21/2025
2:54:30 PM
NEUTRAL CITATION NO. 2025:MPHC-IND:10079
2 M.Cr.C.Nos.6312 of 2025; 53305/2024;
53669/2024; & 9025/2025
MISC. CRIMINAL CASE No. 53669 of 2024
SANJAY JAISWANI
Versus
THE STATE OF MADHYA PRADESH AND ANOTHER
.............................................................................................................................
Appearance:
Shri Mohammad Ibrahim - Advocate for the petitioner.
Shri Kamal Kumar Tiwari - Government Advocate for the respondent
No.1 / State.
Shri Ravindra Singh Chhabra, Senior Advocate with Shri Adarsh Jain -
Advocate for respondent No.2.
............................................................................................................................
MISC. CRIMINAL CASE No. 9025 of 2025
KANCHAN JEEVNANI
Versus
THE STATE OF MADHYA PRADESH
.............................................................................................................................
Appearance:
Shri Mohammad Ibrahim - Advocate for the petitioner.
Shri Kamal Kumar Tiwari - Government Advocate for the respondent /
State.
............................................................................................................................
Reserved on : 05.04.2025
Pronounced on : 21.04.2025
ORDER
Having regard to the similitude of controversy involved in these petitions, they are being disposed off by this common order. On the joint Signature Not Verified Signed by: TEJPRAKASH VYAS Signing time: 4/21/2025 2:54:30 PM NEUTRAL CITATION NO. 2025:MPHC-IND:10079 3 M.Cr.C.Nos.6312 of 2025; 53305/2024; 53669/2024; & 9025/2025 consent and prayerfrom the consel of the parties facts have been taken from M.Cr.C.No.6312/2025 (Nitin Jeevnani Vs. State of M.P. and others).
2. These petitions have been preferred under Section 528 of Bhartiya Nagarik Suraksha Sanhita, 2023 (hereinafter for short referred as, 'BNSS') for quashment of order dated 07.12.2024 (Annexure A-1) passed in UNCR No.6107/2024 by learned Judicial Magistrate First Class, FIR No.1354/2024 dated 09.12.2024 (Annexure A-2) registered at police station Lasudia and subsequent proceedings for offence as follows with their equivalent sections of IPC against the petitioners in the instant petitions:
Offence under Equivalent Sections of
BNS IPC
318(4) 420
338 467
336(3) 468
340(2) 471
61(2) 120-B
115(2) 323
126(2) 341
127(2) 342
331(6) 458
351(3) 506
140(3) 365
310(2) 395
316(2) 406
316(5) 409
3(5) 34
3. The facts as emanating from the complaint filed on behalf of the respondent No.2 - complainant Gaurav Ahlawat in brief are that he is Founder, Signature Not Verified Signed by: TEJPRAKASH VYAS Signing time: 4/21/2025 2:54:30 PM NEUTRAL CITATION NO. 2025:MPHC-IND:10079 4 M.Cr.C.Nos.6312 of 2025; 53305/2024; 53669/2024; & 9025/2025 former Director and 99% share holder of the Company GRV Biscuits Pvt. Ltd. and remaining 1% share holding of the aforesaid company was shared by Krishnawanti Ahlawat, mother of the complainant and one Manve Singh Garewal, brother of respondent No.2 - complainant. The aforesaid Company was incorporated by respondent No.2 - complainant in the year 2016 in Haryana and was operating therefrom with Directors and share holders as mentioned hereinabove. The purpose of the company is production of confectionaries like toffee and chocolates etc. 3.1 Respondent No.2 - complainant was having good relations with Sanjay Jaiswani co-accused (petitioner in M.Cr.C.No.53669/2024 as complainant has done business with him from 2012 to 2015. Sanjay Jaiswani with intent of playing fraud upon the complainant suggested him that to save labour cost and cost of raw material, company may be shifted to Indore. Sanjay Jaiswani acquired the earlier business from the respondent No.2 - complainant and thereafter a new company viz. GRV Biscuits Pvt. Ltd. was incorporated by respondent No.2 - complainant. It is alleged that based upon the advise of Sanjay Jaiswani the company was shifted to Indore and thereafter Sanjay Jaiswani further advised the respondent No.2 - complainant to change the Director of the company as complainant is foreign citizen. Acting upon the advise of Sanjay Jaiswani, respondent No.2 - complainant appointed Sanjay Signature Not Verified Signed by: TEJPRAKASH VYAS Signing time: 4/21/2025 2:54:30 PM NEUTRAL CITATION NO. 2025:MPHC-IND:10079 5 M.Cr.C.Nos.6312 of 2025; 53305/2024; 53669/2024; & 9025/2025 Kalwani as Director of the Companyin the year 2019 and he himself resigned from the post of Director of the Company. The other Director of the Company GRV Biscuits Pvt. Ltd. was Manve Singh Garewal, brother of the complainant.
3.2 It is further alleged that on 09.07.2024 Sanjay Jaiswani without apprising the complainant appointed one more Director to the Company Nitin Jeevnani, (petitioner in M.Cr.C.No.6312/2025) who is nephew of Sanjay Jaiswani. For the purpose of banking and filing etc. related to the factory, appointed one Ms. Kanchan Jeevnani, co-accused (petitioner in M.Cr.C.No.9025/2025). The entire banking and filing etc was looked after by Sanjay Jaiswani.
3.3 Complainant returned to India from Moscow (Russia) on 05.08.2024 and reached Indore on 07.08.2024. At that time he was undergoing treatment as he sustained fracture and therefore he used to visit factory occasionally. It is further alleged that on 09.08.2024 at around 3.00 pm Kanchan Jeevnani came to meet the complainant in the factory and informed that some legal fee is required to be paid for the Company for which the respondent No.2 - complainant has received OTP at his registered mobile number. She further informed that it is the last date today for making the payment and if the payment is not made in time, hefty penalty fees of Rs.1 Lakh will be imposed Signature Not Verified Signed by: TEJPRAKASH VYAS Signing time: 4/21/2025 2:54:30 PM NEUTRAL CITATION NO. 2025:MPHC-IND:10079 6 M.Cr.C.Nos.6312 of 2025; 53305/2024; 53669/2024; & 9025/2025 on the Company. On this ground she obtained the OTP from the respondent No.2 - complainant. Thereafter the complainant enquired about the payment of the said fee from Kanchan Jeevnani. She told the complainant that as soon as she receives the document will forward it to the complainant, but no such document was provided by her to the complainant. The complainant on 10.09.2024 again enquired about the said payment from Kanchan Jeevnani through text message. Thereafter he called the Chartered Accountant of the Company Nishit Nahar for the same purpose but was given no response. Thereafter the complainant called Sanjay Jaiswani and Yatendra Joshi, but no satisfactory answer was given by them either. Being anxious, complainant wrote a letter to ICICI Bank for obtaining information about the said payment. He was informed by the Bank that information will be provided in a day or two.
3.4 On 11.09.2024 at about 2.00 P.M. complainant visited the factory but the employees of the Company restrained him from entering into the premises of the factory stating that Sanjay Jaiswani has directed not to allow the complainant to enter into the premises of the factory. Thereafter in the evening when the respondent No.2 - complainant visited the house of Sanjay Jaiswani, he threatened the complainant to transfer the factory and entire shares in his name otherwise it will be difficult from him to survive at Indore with further Signature Not Verified Signed by: TEJPRAKASH VYAS Signing time: 4/21/2025 2:54:30 PM NEUTRAL CITATION NO. 2025:MPHC-IND:10079 7 M.Cr.C.Nos.6312 of 2025; 53305/2024; 53669/2024; & 9025/2025 threatening that he will hijack the complainant's company and will also kill him. On the same day i.e. 11.09.2024 when the respondent No.2 - complainant went back to his home, 4-5 persons viz. Dinesh Manwani - co-accused, who is Director in Kamco, Jay, co-accused who is bodyguard to Sanjay Jaiswani, Sandeep, co-accused, who looks after CCTV related work, Nadeem, co- accused who handles sales and Neeraj, co-accused, who handles warehouse work, forcibly entered into the house of Complainant. Upon entering the aforesaid persons manhandled the complainant and took away two iphones, one ipad, CCTV hard disk, cash Rs.50,000/- one watch, one gold chain of 40 grams and some important documents from the complainant which were kept in one suitcase and while leaving the house they threatened the complainant not to leave his house for one week failing which he will face dire consequences. He was locked in one room and four persons sat outside and complainant was illegally detained by the accused persons. 3.5 On 12.09.2024 complainant's mother came to Indore at about 12.00 in the midnight. As soon as she reached Indore, was abducted and was taken to Sanjay Jaiswani's house. The complainant was beaten up and his mother's movements were restrained by the accused persons till 4.00 am In the meantime, at around 12.00 am midnight Sanjay Jaiswani sent his nephew and 3-4 other persons to the factory situated at Sanwer and they took out all the Signature Not Verified Signed by: TEJPRAKASH VYAS Signing time: 4/21/2025 2:54:30 PM NEUTRAL CITATION NO. 2025:MPHC-IND:10079 8 M.Cr.C.Nos.6312 of 2025; 53305/2024; 53669/2024; & 9025/2025 documents and hard disk, servers from the factory having CCTV recording. Respondent No.2 - complainant was beaten up by the accused persons in the said night.
3.6 On 13.09.2024, respondent No.2 - complainant escaped from his house and checked in Marriott Hotel, Indore and kept himself hiding in the hotel. On 14.09.2024 he went out of the hotel to gather information regarding the said payment made by Kanchan Jeevnani. Complainant was informed that payment was made to the Registrar of the Companies (ROC) by accused persons for transfer of shares. The shares of the company were also mismanaged by reducing the value of paid up shares of the complainant and value of shares allotted was increased and thereby accused persons diluted the value of shares of the complainant. Subsequently, accused persons illegally transferred all the rights of the company to themselves. The accused persons conspired with each other with an intent to play fraud upon the complainant by causing wrongful loss to him. They also forged the documents, held a meeting of share holders on 30.09.2023 and forged the resolution whereby all the powers were give to one single Director. On 30.09.2023 complainant was 99% of the share holder in the Company was shown present in the meeting whereas he was out of India on that date.
3.7 With the aforesaid allegations complaint was filed before the Judicial Signature Not Verified Signed by: TEJPRAKASH VYAS Signing time: 4/21/2025 2:54:30 PM NEUTRAL CITATION NO. 2025:MPHC-IND:10079 9 M.Cr.C.Nos.6312 of 2025; 53305/2024; 53669/2024; & 9025/2025 Magistrate First Class, Indore under Section 175(3) of 'BNSS' whereupon in UNCR No.6107/2024 without application of mind and in complete violation of procedure as established by law laid down by various judgments of the Apex Court passed the impugned order dated 07.12.2024 (Annexure A-1) directing the police station Lasudia for registering FIR against the petitioners and filing report after investigation is complete under intimation to the Court. In compliance of the aforesaid impugned order and FIR (Annexure A-2) was registered at police station Lasudia against the petitioners. Being aggrieved by the aforesaid order, Annexure A-1 and FIR Annexure A-2, the present petitions have been filed for quashment thereof with subsequent proceedings thereto.
04. Learned counsel for the petitioners submits that impugned order dated 07.12.2024 passed in UNCR No.6107 of 2024 (Annexure A-1) by Judicial Magistrate First Class, Indore, where under FIR (Annexure A-2) has been registered against the petitioners, has been passed without application of mind and in complete violation of procedure established by law. He further submits referring judgments by the Apex Court and also referring copy of private complaint filed under Section 175(3) of BNSS [equivalent to Section 156(3) of Cr.P.C.] that mandatory requirement as per guidelines laid down by the Apex Court and as per the statute have not been followed while passing the impugned order. Complainant / respondent No.2 was required to file copy of Signature Not Verified Signed by: TEJPRAKASH VYAS Signing time: 4/21/2025 2:54:30 PM NEUTRAL CITATION NO. 2025:MPHC-IND:10079 10 M.Cr.C.Nos.6312 of 2025; 53305/2024; 53669/2024; & 9025/2025 complaint filed before the Superintendent of Police with his complaint filed before the Magistrate and specific averments were required to be made regarding exhausting of the remedy, have not been made in the complaint which is a serious lapse going to the root has been ignored by the learned Judicial Magistrate First Class.
4.1 For this learned counsel has referred Section 175(3) of BNSS, wherein it is mandatory requirement to make an application to the Superintendent of Police upon refusal by the officer-in-charge of the police station to register the FIR and the petitioner making an application under Section 175(3) of BNSS is required to furnish a copy of application made to the Superintendent of Police under Section 173(4) of BNSS supported by an affidavit while filing an application with the Magistrate under Section 175(3) of BNSS.
4.2 Learned counsel for the petitioner assailing the impugned order further submits that learned Magistrate has acted as a post office and in completely mechanical and arbitrary manner has passed the impugned order. Learned counsel further submits that it is mandatory for the Magistrate to conduct such inquiry as he thinks fit and it is also mandatory to consider the submissions made by the police officers, whereas in the instant case learned Magistrate has failed to adhere the procedure and directed the police officers Signature Not Verified Signed by: TEJPRAKASH VYAS Signing time: 4/21/2025 2:54:30 PM NEUTRAL CITATION NO. 2025:MPHC-IND:10079 11 M.Cr.C.Nos.6312 of 2025; 53305/2024; 53669/2024; & 9025/2025 to register the impugned FIR (Annexure A-2) in blatant defiance to the statutory provisions and guidelines given by the Apex Court. 4.3 To bolster his submissions, learned counsel for the petitioners has relied upon the judgment by the Apex Court in Omprakash Ambadkar Vs. State of Maharashtra and Others reported in 2025 SCC OnLine SC 238, wherein the Apex Court has held that mandatory judicial procedure and prerequisites are to be adopted by the learned Magistrate while exercising his powers by directing the police to investigate a particular case. Learned counsel for the petitioners has also referred judgment by the apex court in Priyanka Shrivastava Vs. State of U.P.(2015) 6SCC 287 on the point and further placed reliance upon para 24 to 26 of judgment by the apex court in Babu Venkatesh and Others Vs. State of Karnataka and Another reported in (2022) 5 SCC 639.
4.4 Learned counsel further submits that during the pendency of complaint filed before the learned Magistrate police officers recorded statement of all the petitioners/accused persons, wherein relevant documents were also submitted with the statements. The statements of the accused persons, who are petitioners in these petitions and documents submitted by them to the Investigating Officer clearly establish that no case for registration of FIR against them is made out, as the accused persons and the complainant Signature Not Verified Signed by: TEJPRAKASH VYAS Signing time: 4/21/2025 2:54:30 PM NEUTRAL CITATION NO. 2025:MPHC-IND:10079 12 M.Cr.C.Nos.6312 of 2025; 53305/2024; 53669/2024; & 9025/2025 are old business associates and the dispute involved as set out in complaint filed by the complainant is purely commercial/Civil in nature and the same is pending before National Company Law Tribunal, Chandigarh, but learned Magistrate ignoring the aforesaid aspect vide impugned order directed the police to register FIR against the petitioners, which is bad in law. 4.5 Learned counsel further submits that some important facts relating to the controversy have been concealed by the complainant, which are as under:-
(i) The house from which the complainant was allegedly kidnapped and abducted belongs to the Company i.e. GRV Biscuits Pvt. Ltd.
And petitioner / accused Vijay Jaiswani was duly authorized by the complainant himself to purchase the said property House No.222-A, Vasant Vihar, Indore (M.P.);
(ii) Mother of the applicant Vijay Jaiswani and Sanjay Jaiswani resides on the ground floor of the aforesaid house, therefore, the presence of accused persons at the aforesaid house is natural and this fact is not disputed by the complainant. House of Vijay Jaiswani i.e. House No.219-A, Vasant Vihar, Indore (M.P.) is adjacent to the said house. These facts are supported by the statements of petitioners given to Inquiry Officer along with the documents. Thus, natural presence of the petitioners nearby Signature Not Verified Signed by: TEJPRAKASH VYAS Signing time: 4/21/2025 2:54:30 PM NEUTRAL CITATION NO. 2025:MPHC-IND:10079 13 M.Cr.C.Nos.6312 of 2025; 53305/2024; 53669/2024; & 9025/2025 House No.222-A, Vasant Vihar, Indore does not give rise to any offence;
(iii) The complainant himself showing inability to run the Company had approached the petitioner to infuse money in the Company and therefore, inter-corporate loan of Rs.21 Crores was given by the petitioners to the complainant, which has been deliberately concealed. The loan was given with an option to convert the said loan into fully paid up equity shares of the Company GRV Biscuits Pvt. Ltd. Petitioner Nitin Jeevnani had paid a sum of Rs.8 Crores from his Company Navratra Infra Properties Pvt. Ltd., wherein he is a Director. After obtaining permissions from the Board of his Company, Nitin Jeevnani, the petitioner has transferred an amount of Rs.8.20 Crores in the account of GRV Biscuits Pvt. Ltd. in between 22.06.2022 to 29.06.2022;
(iv) Complainant himself has resigned from the post of Director of the Company GRV Biscuits Pvt. Ltd. and had appointed co accused Sanjay Kalwani as Director acting within his powers, to act and execute documents on behalf of the Company complainant himself issued a consent letter to accused Sanjay Kalwani for authorizing him to execute the loan agreement with an option to Signature Not Verified Signed by: TEJPRAKASH VYAS Signing time: 4/21/2025 2:54:30 PM NEUTRAL CITATION NO. 2025:MPHC-IND:10079 14 M.Cr.C.Nos.6312 of 2025; 53305/2024; 53669/2024; & 9025/2025 convert loan into equity shares in case of non-payment of loan by petitioners Nitin Jeevnani and other companies. Pursuant to the said consent letter, White Paper Loan agreement was executed by co accused Sanjay Kalwani and petitioner/co accused Nitin Jeevnani. The execution of the aforesaid agreements and transfer of the amount as well within the knowledge of complainant since 2021 and despite being aware, the complainant did not disclose this fact to the Investigating Officer just for giving colour of criminality to a purely civil dispute. The complainant has himself infused a sum of Rs.2.77 Crores only till date in the Company GRV Biscuits Pvt. Ltd. A misstatement has been made on oath in the complaint that Kanchan Jeevnani was appointment as employee of GRV Biscuits Pvt. Ltd. by the complainant, whereas fact remains that Kanchan Jeevnani has never been appointed an employee in the aforesaid Company and this fact is admitted by the complainant in reply / written submission filed before the National Company Law Tribunal, Chandigarh and in that capacity Kanchan Jeevnani never visited the factory.
(v) Dispute with regard to illegal transferring of shares of the complainant to the petitioners / accused persons is pending before Signature Not Verified Signed by: TEJPRAKASH VYAS Signing time: 4/21/2025 2:54:30 PM NEUTRAL CITATION NO. 2025:MPHC-IND:10079 15 M.Cr.C.Nos.6312 of 2025; 53305/2024; 53669/2024; & 9025/2025 the National Company Law Tribunal, Chandigarh in case No.C.P.No.100/CH/2024. The said petition is filed by the complainant himself. Story of abduction, kidnapping and dacoity as narrated in complaint is concocted and cooked up just to set the criminal law in motion so that it can be used as arms twisting tool against the petitioners and members of their family. 4.6 Learned counsel for the petitioners further submits that petitioners / accused persons have forged signatures of the complainant or forged any documents with his signatures or impersonated him, has nowhere been proved in the complaint. Sanjay Jaiswani, who executed all the agreements including White Paper Agreement and subsequently the antedated loan agreement was well within the authority to execute the said loan agreement and pursuant thereto the said loan agreement transfer of shares of the Company to the lender company. The stamp papers used for executing the aforesaid documents were handed over to Sanjay Jaiswani by Vijay Panchal, who happens to be the Accountant of the complainant and the persons who have signed the said antedated agreement have not denied or forged any signatures as they were legally authorized to sign the said agreements. NCLT will adjudicate upon the issue, whether procedure adopted for transfer / allotment of shares was in accordance with law or not. Criminal Court cannot decide, whether the Signature Not Verified Signed by: TEJPRAKASH VYAS Signing time: 4/21/2025 2:54:30 PM NEUTRAL CITATION NO. 2025:MPHC-IND:10079 16 M.Cr.C.Nos.6312 of 2025; 53305/2024; 53669/2024; & 9025/2025 allotment of shares was legal or illegal.
4.7 Complainant himself has admitted on oath in the NCLT petition that loan of Rs.21 Crores was taken from the petitioners by GRV Biscuits Pvt. Ltd. In order to give this transaction tone of criminality, the complainant has not disclosed this fact in the complaint.
4.8 The allegation with regard to dilution of share capital is also baseless as the complainant himself infused only a sum of Rs.2.77 Crores till date in GRV Biscuits Pvt. Ltd. Complainant is holding same amount of shares, which he used to hold at the time of incorporation of the Company, therefore, the allegation with regard to reducing the value of his shares is also baseless and the said fact is already mentioned in the petition filed before the National Company Law Tribunal, Chandigarh and the issue is sub judice before the NCLT.
4.9 Learned counsel further submits that allegation with regard to conducting Board meeting dated 30.09.2023 in absence of the complainant, therefore, it is void, also comes within the jurisdiction of NCLT and this fact cannot be adjudicated in criminal proceedings. Complainant being aware of the resolution of the year 2023 did not object till 2024 as it was within his knowledge and with his consent. Since an explicit consent was given by the complainant to the petitioner / accused Sanjay Jaiswani in the year 2021 Signature Not Verified Signed by: TEJPRAKASH VYAS Signing time: 4/21/2025 2:54:30 PM NEUTRAL CITATION NO. 2025:MPHC-IND:10079 17 M.Cr.C.Nos.6312 of 2025; 53305/2024; 53669/2024; & 9025/2025 authorizing him to execute loan agreement and under this consent Sanjay Kalwani has executed White Paper Agreement in the year 2021 and thereafter, the said antedated agreement was executed just to formularize the procedure without any change in the rights or obligations of the parties, therefore, antedating is immaterial as it did not alter the precondition of the agreed terms and conditions and Sanjay Kalwani was well within his authority to authorize and sign White Paper Agreement executed in the year 2021. 4.10 Learned counsel further submits that complainant in his reply has clearly not denied his signatures nor he has stated that his signatures were forged by the petitioners. No wrongful loss has been caused to the complaint. The fact is that share value of the Company was not diluted as loan was converted into fully paid up equity shares and thereby authorize capital of the Company GRV Biscuits Pvt. Ltd. was increased and there is no change in the number of shares held by the complainant and also the fact remains that it is strictly the domain of National Company Law Tribunal to decide the said issue. Raising these miscellaneous contentions learned counsel submits that continuance of prosecution in the instant case will be sheer abuse of process of law as on apparently false and cooked up grounds giving purely civil and commercial dispute tone of criminality prosecution has been launched to settle the score with the petitioner and others who have been arraigned as co- Signature Not Verified Signed by: TEJPRAKASH VYAS Signing time: 4/21/2025 2:54:30 PM NEUTRAL CITATION NO. 2025:MPHC-IND:10079 18 M.Cr.C.Nos.6312 of 2025; 53305/2024; 53669/2024; & 9025/2025 accused. Therefore, urges the Court for the quashment of impugned order dated 07.12.2024 and FIR registered on crime No.1354/2024 dated 09.12.2024 at Police Station Lasudia, Indore.
4.11 To bolster his submissions, learned counsel for the petitioners has placed reliance upon para 102 of State of Haryana and Others Vs. Bhajan Lal and Others reported in 1992 Supp (1) SCC 335; para 8 to 11 of Binod Kumar and Others Vs. State of Bihar and Another reported in (2014) 10 SCC 663; para 12 of Indian Oil Corpn. Vs. NEPC Indian Ltd. and Others reported in (2006) 6 SCC 736; para 7 and 8 of Madhavrao Jiwajirao Scindia and Others Vs. Sambhajirao Chandrojirao Anger and Others reported in (1988) 1 SCC 692; para 13 of Vesa Holdings Private Limited and Another Vs. State of Kerala and Others reported in (2015) 8 SCC 293.
5. Sounding a contra note, learned Senior Counsel appearing on behalf of the complainant - respondent No.2 submits that interim order dated 27.02.2025 passed by a coordinate Bench of this Court is bad in law, nullity and is liable to be set aside, as mandatory procedures and prerequisites given in case of Priyanka Shrivastava Vs. The State of Uttar Pradesh reported in (2015) 6 SCC 287 are duly complied with by the complainant in the present case; and learned Magistrate while directing the Police to register FIR for offences mentioned in complaint against the petitioners has not committed any Signature Not Verified Signed by: TEJPRAKASH VYAS Signing time: 4/21/2025 2:54:30 PM NEUTRAL CITATION NO. 2025:MPHC-IND:10079 19 M.Cr.C.Nos.6312 of 2025; 53305/2024; 53669/2024; & 9025/2025 error of fact or law. For this, learned Senior Counsel has referred to the order in order sheet passed by the learned Magistrate wherein status report from the Police has been called, but the same was not submitted by the Police on the ground that statements of one of the petitioners - accused Sanjay Jaiswani were yet to be recorded whereas the same was already recorded by the Police Officer, but in order to delay the proceedings, misstatement was made for not submitting the report in time. This also puts the conduct of the Police Officer under suspicion.
5.1 Learned counsel further submits that the learned Magistrate, after following due procedure, directed the Police to register a complaint against the petitioners on the basis of material placed on record. While passing impugned order, learned Magistrate had adhered to the procedures as prescribed under Section 175 (3) of BNSS. Since before filing a complaint, a report was made to the Commissioner of Police and the same is part of the case diary, therefore, arguments advanced on behalf of the petitioners, that the complaint was not made to the Superintendent of Police before approaching learned Magistrate, is of no consequence.
5.2 Learned Senior Counsel appearing for the complainant - respondent No.2 further submits that the present dispute is not purely a civil and commercial dispute, as portrayed by the learned counsel for the petitioners. It Signature Not Verified Signed by: TEJPRAKASH VYAS Signing time: 4/21/2025 2:54:30 PM NEUTRAL CITATION NO. 2025:MPHC-IND:10079 20 M.Cr.C.Nos.6312 of 2025; 53305/2024; 53669/2024; & 9025/2025 involves serious offences like house trespass, kidnapping, dacoity, voluntarily causing hurt, cheating, forgery of valuable documents and conspiracy for committing such offences and only police has authority to investigate the same in criminal case and NCLT has no authority in this regard. Learned Magistrate has passed the impugned order, directing registration of the complaint after duly applying judicial mind on the allegations made in the complaint and material submitted in support thereof.
5.3 Learned Senior Counsel further submits that the petitioners' petitions are self-destructive; and to bolster his submissions, he has referred to various paragraphs of the petition specifically mentioning that it is far away from the truth, that the complainant has not disclosed entire facts in his complaint and the allegations levelled on the petitioners are false, frivolous and baseless in nature. He has further referred to facts, as narrated in the petition, that the complainant - respondent No.2 has himself approached the petitioners seeking loan and advances of eight crores from his Company, with a view not to pay it back, respondent No.2 himself offered the petitioner (s) to become Shareholder of his Company. He has also refuted the facts as mentioned in the petition that the said conversion and appointment of petitioner (s) as Additional Director is done at the behest of complainant - respondent No.2 and his Company with an intent to waive off the liability of paying loans to the Signature Not Verified Signed by: TEJPRAKASH VYAS Signing time: 4/21/2025 2:54:30 PM NEUTRAL CITATION NO. 2025:MPHC-IND:10079 21 M.Cr.C.Nos.6312 of 2025; 53305/2024; 53669/2024; & 9025/2025 lender Company. He further assails the facts in petition that the present petitioner (s) in view of blackmailing and restricting him from recovering loan and advances amounts from respondent No.2, has filed frivolous criminal complaint.
5.4 Learned Senior Counsel further submits that arguments of the petitioners, that in the present case, because the complainant in complaint filed before the learned Magistrate should not have concealed certain facts on record which were well within his knowledge and which the complainant did not bring on record and by way of this quashing petition, the petitioner (s) is bringing those facts on record, and therefore, the impugned order passed by the learned Magistrate is liable to be quashed cannot sustain in Court of law, as same is contradictory to the criminal jurisprudence under Section 482 of Code of Criminal Procedure, 1973 (equivalent to Section 528 of BNSS). 5.5 Learned Senior Counsel further submits that the petitioners have resorted to forgery, fraud, cheating, kidnapping and committing dacoity and thereby they have taken law in their hands. The complaint, as asserted by the learned counsel for the petitioners, has not been filed in order to use it as an arm twisting tool.
5.6 Learned counsel further submits that the grounds taken in the petition regarding complainant approaching National Company Law Tribunal Signature Not Verified Signed by: TEJPRAKASH VYAS Signing time: 4/21/2025 2:54:30 PM NEUTRAL CITATION NO. 2025:MPHC-IND:10079 22 M.Cr.C.Nos.6312 of 2025; 53305/2024; 53669/2024; & 9025/2025 (NCLT) is again self-destructive ground taken by the petitioners and merely by the fact that the complainant has approached NCLT does not absolve the petitioner (s) of criminal acts done by them. He further submits that NCLT cannot redress the grievances of the complainant with regard to the offences committed by the petitioners; and the petition filed before the NCLT is for relief under the Companies Act, 1956, and therefore, on this ground alone, criminal proceedings cannot be quashed, as petition before the NCLT and the complaint before the criminal Court can go on simultaneously. The complainant has taken no different stand before the NCLT and before the criminal Court in criminal proceedings; and to bolster his submissions, learned counsel has referred to paragraph No.31 of the petition filed before NCLT wherein it is also alleged that co-accused in connivance with each other forged and fabricated the alleged loan agreements with the lender Companies having option to convert loan into fully paid up equity shares and the same is impermissible in law, as it is more than the statutory prescribed limit for the inter-corporate borrowings.
5.7 Learned counsel further submits that antedated forged loan agreements are not a minor procedure formality, as argued by learned counsel for the petitioners, whereas it is an act which shakes the conscious of society at large and has severe impact on the shareholding of the complainant. These Signature Not Verified Signed by: TEJPRAKASH VYAS Signing time: 4/21/2025 2:54:30 PM NEUTRAL CITATION NO. 2025:MPHC-IND:10079 23 M.Cr.C.Nos.6312 of 2025; 53305/2024; 53669/2024; & 9025/2025 forged loan agreements are sham documents executed on non-judicial stamp papers which have been obtained by the complainant through Right to Information Act, 2005.
5.8 Learned counsel relying upon paragraphs No.13, 29 and 33 of judgment passed by the Apex Court in case of Neeharika Infrastructure Private Limited Vs. State of Maharashtra & others reported in (2021) 19 SCC 401, submits that if the complainant has stated slightly different facts in the complaint before the criminal Court and in a petition before NCLT, it would not help the petitioners - accused persons, as it cannot be a ground for quashing the impugned order. The petition filed for quashment of impugned order and registration of First Information Report (FIR) are premature because prima facie case has been made out against the petitioners. It has been further submitted that there are many resolutions which are forged by the petitioners hatching conspiracy with each other, with intent to increase share capital of GRV Biscuits Private Limited. The documents relied upon by the petitioners are sham documents and at this stage, the documents filed on behalf of the petitioners cannot be looked into for exercising extraordinary inherent jurisdiction under Section 528 of BNSS. To buttress his submissions, learned counsel has also relied upon paragraph No.102 of judgment delivered by the Apex Court in case of State of Haryana Vs. Bhajanlal reported in (1992) Signature Not Verified Signed by: TEJPRAKASH VYAS Signing time: 4/21/2025 2:54:30 PM NEUTRAL CITATION NO. 2025:MPHC-IND:10079 24 M.Cr.C.Nos.6312 of 2025; 53305/2024; 53669/2024; & 9025/2025 Supp. (11) SCC 335.
5.9 Learned Senior Counsel further submits that the complainant lives in Company's house and mother of the co-accused persons also stays in the same house and both the co-accused persons are neighbours and using it to the benefit of petitioners, they have very conveniently tried to portray that it is natural for the co-accused persons and their employees to be captured in CCTV footage of the neighbourhood whereas fact is that co-accused persons have broken lock and entered into house of the complainant, kept him as hostage and robbed his personal belongings and cash. He has relied upon the photographs as captured in CCTV. To bolster his submissions, that in the said photographs bodyguard of co-accused Ajay Mathe can be seen with the weapon. It is a matter of investigation and the Court should not intervene at this stage; and if Investigating Officer (IO) of the case finds that there is no sufficient material available to proceed against the accused persons, then he may file closure report in the matter and this Court shall not interfere in the petitions filed for quashment of the impugned order and resultantly registered FIR against them.
5.10 Learned counsel further submits that record of the Company has been forged and fabricated by the petitioners - accused persons and Annual General Meeting (AGM) dated 30.09.2023 filed by the Company before the Signature Not Verified Signed by: TEJPRAKASH VYAS Signing time: 4/21/2025 2:54:30 PM NEUTRAL CITATION NO. 2025:MPHC-IND:10079 25 M.Cr.C.Nos.6312 of 2025; 53305/2024; 53669/2024; & 9025/2025 Registrar of the Companies as a sham document, as the complainant is shareholder in the Company and it was not possible to convene AGM without his participation and on the said date, he was in Russia and same is evident by copy of entry / exit details of the passport filed by the complainant in the reply. Further, it is argued that there are procedural lapses in the said AGM and the complainant was not served with notice of the said AGM. Since it was convened behind his back, and he came to know about it later on, Other documents filed by the Company before the Registrar of the Companies are also sham, forged and fabricated documents, which have been prepared behind his back to defraud him by hatching conspiracy by the petitioners - accused persons.
5.11 Learned counsel further submits that the complainant has taken a loan, taking a loan, non-repayment of loan and recovery of loan, is not in itself an offence, but in the present case, accused persons - petitioners have conspired with each other to convert the loan into fully paid up equity shares and taking over the whole company and its management by passing resolutions and preparing the sham and forged documents behind back of the complainant and reducing the shareholding of the complainant from 99% to almost 23% and by increasing authorized share capital of the Company, is an offence, which amounts to forgery and cheating. Signature Not Verified Signed by: TEJPRAKASH VYAS Signing time: 4/21/2025 2:54:30 PM NEUTRAL CITATION NO. 2025:MPHC-IND:10079 26 M.Cr.C.Nos.6312 of 2025; 53305/2024; 53669/2024; & 9025/2025 5.12 On the contentions mentioned herein above, learned Senior Counsel appearing for complainant - respondent No.2 emphasized upon the Court that no case for quashment of impugned order dated 07.12.2024 and subsequently registration of FIR is made out, hence urges the Court to dismiss the petitions, as having no substance.
5.13 In support of his contentions, learned Senior Counsel appearing for the complainant - respondent No.2 has relied upon the following judgments: -
(i) Supreme Bhiwandi Wada Manor Infrastructure Private Limited Vs. State of Maharashtra & another reported in (2021) 8 SCC 753 [Paragraphs No.21 to 25, 27 to 28];
(ii) Madhao and another Vs. State of Maharashtra & another reported in (2013) 5 SCC 615 [Paragraphs No.20 to 25];
(iii) SAS Infratech Private Limited Vs. State of Telangana & another reported in 2024 SCC OnLine 4046 [Paragraphs No.8 to 10];
(iv) Trisuns Chemical Industry Vs. Rajesh Agrawal & others reported in (1999) 8 SCC 686 [Paragraphs No.7 to 9];
(v) Mohammad Yousuf Vs. Afaq Jahan (Smt.) and another reported in (2006) 1 SCC 627 [Paragraphs No.8 to 11];
(vi) Om Prakash Sharma Vs. State of Madhya Pradesh & another reported in 2021 SCC OnLine MP 630 : ILR 2021 MP 984 [Paragraphs No.9, 11 and 15.4];
Signature Not Verified Signed by: TEJPRAKASH VYAS Signing time: 4/21/2025 2:54:30 PM
NEUTRAL CITATION NO. 2025:MPHC-IND:10079 27 M.Cr.C.Nos.6312 of 2025; 53305/2024; 53669/2024; & 9025/2025
(vii) Aditya Vs. The State of Maharashtra & others, Miscellaneous Criminal Case No.56746 of 2023 dated 12.08.2024 Indore Bench [Paragraphs No.8 to 10]; and
(viii) XYZ Vs. State of Madhya Pradesh & others reported in (2023) 9 SCC 705 [Paragraph No.19].
6. State has also opposed the prayer of the petitioners for quashment of impugned order 07.12.2024 passed in UNCR No.6107/2024 and consequent registration of FIR No.1354/2024 dated 09.12.2024 at Police Station Lasudia, Indore for various offences as mentioned hereinabove on the ground that investigation will reveal whether offences have been committed by the petitioners / accused persons or not.
7. Heard and considered rival submissions raised at bar and perused the record.
8. First of all objections raised on behalf of the petitioners with regard to procedural lapses in filing complaint under Section 175(3) of BNSS by the Complainant/Respondent No.2 going to the root of the matter are being examined. Bare perusal of complaint and order reflects that the complainant failed to adhere to the procedure as prescribed under Section 175(3) of BNSS and in Priyanka Shrivatava's case (Supra) and Om Prakash Ambadkar's case (Supra). Further, recently Hon'ble the Apex Court in case of Ranjit Signature Not Verified Signed by: TEJPRAKASH VYAS Signing time: 4/21/2025 2:54:30 PM NEUTRAL CITATION NO. 2025:MPHC-IND:10079 28 M.Cr.C.Nos.6312 of 2025; 53305/2024; 53669/2024; & 9025/2025 Singh Bath & Anr. Vs. Union territory of Chandigarh passed in Criminal Appeal No. 4313 of 2024 dated 06/03/2025 quashed a complaint and proceedings on non-compliance of the mandatory procedure as laid down by statute. It is also reiterated by Hon'ble Supreme Court that it is necessary for complainant to exhaust remedies as provided under Section 156(1) and 156(2) of Cr.P.C. (corresponding Section 173(4) of BNSS) and specific averment regarding exhausting the said remedies shall be made in the complaint and a copy of the complaint made to Superintendent of Police under Section 156(2) of Cr.P.C. (corresponding section 173(4) of BNSS) shall be filed. Relevant paragraphs 7, 8 and 9 are extracted as under:-
"7. The requirement of sub-Section (1) of Section 154 is that information regarding commission of a cognizable offence has to be furnished to an officer Incharge of a Police Station. In this case, obviously, the said compliance was not made. It is stated that the Inspector General of Police forwarded a complaint to the Economic Offences Wing. Sub-Section (3) of Section 154 comes into picture only when after a complaint is submitted to the Officer Incharge of Police Station or information is provided to the Officer Incharge of Police Station regarding commission of a cognizable offence, the Officer Incharge refuses or neglects to register First Information Report.
8. Sub-Sections (1) and (3) of Section 154 of the CRPC are the two remedies available for setting the criminal law in motion. Therefore, this Court held that before a complainant chooses to adopt a remedy under Section 156(3) of the CRPC, he must exhaust his remedies under sub-Sections (1) and (3) of Section 154 of the CRPC and he must make those averments in the complaint and produce the documents in support. However, in this case, the second respondent did not exhaust the remedies. Signature Not Verified Signed by: TEJPRAKASH VYAS Signing time: 4/21/2025 2:54:30 PM NEUTRAL CITATION NO. 2025:MPHC-IND:10079 29 M.Cr.C.Nos.6312 of 2025; 53305/2024; 53669/2024; & 9025/2025 In this view of the matter, we find that both the learned Magistrate and the High Court have completely ignored the binding decision of this Court in the case of Priyanka Srivastava(supra).
9. We, therefore, quash and set aside both the impugned orders and quash and set aside all the further steps taken on the basis of order dated 14th June, 2017 passed by the learned Judicial Magistrate."
Same view has been taken by the apex court in Om Prakash Ambadkar's case (Supra). It is apposite to reproduce relevant paragraphs of the judgment which run as under-
"28. However, before we part with the matter, we deem it necessary to discuss the changes brought to the scheme of Section 156 of the Cr.P.C. by the enactment of the Bharatiya Nagarik Suraksha Sanhita, 2023 (for short, "the BNSS").
29. Section 175 of the BNSS corresponds to Section 156 of the Cr.P.C. Sub-section (1) of Section 175 of the BNSS is in parimateria with sub-section 156(1) of the Cr.P.C. except for the proviso which empowers the Superintendent of Police to direct the Deputy Superintendent of Police to investigate a case if the nature or gravity of the case so requires. Sub-section (2) of Section 175 the BNSS is identical to Section 156(2) of the Cr.P.C. Section 175(3) of the BNSS empowers any Magistrate who is empowered to take cognizance under Section 210 to order investigation in accordance with Section 175(1) and to this extent is in parimateria with Section 156(3) of Cr.P.C. However, unlike Section 156(3) of the Cr.P.C., any Magistrate, before ordering investigation under Section 175(3) of the BNSS, is required to:
a. Consider the application, supported by an affidavit, made by the complainant to the Superintendent of Police under Section 173(4) of the BNSS;
b. Conduct such inquiry as he thinks necessary; and Signature Not Verified Signed by: TEJPRAKASH VYAS Signing time: 4/21/2025 2:54:30 PM NEUTRAL CITATION NO. 2025:MPHC-IND:10079 30 M.Cr.C.Nos.6312 of 2025; 53305/2024; 53669/2024; & 9025/2025 c. Consider the submissions made by the police officer.
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31. A comparison of Section 175(3) of the BNSS with Section 156(3) of the Cr.P.C. indicates three prominent changes that have been introduced by the enactment of BNSS as follows:
a. First, the requirement of making an application to the Superintendent of Police upon refusal by the officer in charge of a police station to lodge the FIR has been made mandatory, and the applicant making an application under Section 175(3) is required to furnish a copy of the application made to the Superintendent of Police under Section 173(4), supported by an affidavit, while making the application to the Magistrate under Section 175(3). b. Secondly, the Magistrate has been empowered to conduct such enquiry as he deems necessary before making an order directing registration of FIR.
c. Thirdly, the Magistrate is required to consider the submissions of the officer in charge of the police station as regards the refusal to register an FIR before issuing any directions under Section 175(3).
32. The introduction of these changes by the legislature can be attributed to the judicial evolution of Section 156 of the Cr.P.C. undertaken by a number of decisions of this Court. In the case of Priyanka Srivastava v. State of U.P. reported in (2015) 6 SCC 287, this Court held that prior to making an application to the Magistrate under Section 156(3) of the Cr.P.C., the applicant must necessarily make applications under Sections 154(1) and 154(3). It was further observed by the Court that applications made under Section 156(3) of the Cr.P.C. must necessarily be supported by an affidavit sworn by the applicant. The reason given by the Court for introducing such a requirement was that applications under Section 156(3) of the Cr.P.C. were being made in a routine manner and in a number of cases only with a view to cause harassment to the Signature Not Verified Signed by: TEJPRAKASH VYAS Signing time: 4/21/2025 2:54:30 PM NEUTRAL CITATION NO. 2025:MPHC-IND:10079 31 M.Cr.C.Nos.6312 of 2025; 53305/2024; 53669/2024; & 9025/2025 accused by registration of FIR. It was further observed that the requirement of supporting the complaint with an affidavit would ensure that the person making the application is conscious and also to see that no false affidavit is made. Once an affidavit is found to be false, the applicant would be liable for prosecution in accordance with law. This would deter him from casually invoking the authority of the Magistrate under Section 156(3).
The relevant observations made by the Court are reproduced hereinbelow:
"27. Regard being had to the aforesaid enunciation of law, it needs to be reiterated that the learned Magistrate has to remain vigilant with regard to the allegations made and the nature of allegations and not to issue directions without proper application of mind. He has also to bear in mind that sending the matter would be conducive to justice and then he may pass the requisite order. The present is a case where the accused persons are serving in high positions in the bank. We are absolutely conscious that the position does not matter, for nobody is above law. But, the learned Magistrate should take note of the allegations in entirety, the date of incident and whether any cognizable case is remotely made out. It is also to be noted that when a borrower of the financial institution covered under the SARFAESI Act, invokes the jurisdiction under Section 156(3) Cr.P.C. and also there is a separate procedure under the Recovery of Debts due to Banks and Financial Institutions Act, 1993, an attitude of more care, caution and circumspection has to be adhered to.
28. Issuing a direction stating "as per the application"
to lodge an FIR creates a very unhealthy situation in the society and also reflects the erroneous approach of the learned Magistrate. It also encourages the unscrupulous and unprincipled litigants, like the respondent no.3, namely, Prakash Kumar Bajaj, to take adventurous steps with courts to bring the Signature Not Verified Signed by: TEJPRAKASH VYAS Signing time: 4/21/2025 2:54:30 PM NEUTRAL CITATION NO. 2025:MPHC-IND:10079 32 M.Cr.C.Nos.6312 of 2025; 53305/2024; 53669/2024; & 9025/2025 financial institutions on their knees. As the factual A exposition would reveal, he had prosecuted the earlier authorities and after the matter is dealt with by the High Court in a writ petition recording a settlement, he does not withdraw the criminal case and waits for some kind of situation where he can take vengeance as if he is the emperor of all he surveys. It is interesting to note that during the tenure of the appellant No.1, who is presently occupying the position of Vice President, neither the loan was taken, nor the default was made, nor any action under the SARFAESI Act was taken. However, the action under the SARFAESI Act was taken on the second time at the instance of the present appellant No.1. We are only stating about the devilish design of the respondent No.3 to harass the appellants with the sole intent to avoid the payment of loan. When a citizen avails a loan from a financial institution, it is his obligation to pay back and not play truant or for that matter play possum. As we have noticed, he has been able to do such adventurous acts as he has the embedded conviction that he will not be taken to task because an application under Section 156(3) Cr.P.C. is a simple application to the court for issue of a direction to the investigating agency. We have been apprised that a carbon copy of a document is filed to show the compliance of Section 154(3), indicating it has been sent to the Superintendent of police concerned.
29. At this stage it is seemly to state that power under Section 156(3) warrants application of judicial mind. A court of law is involved. It is not the police taking steps at the stage of Section 154 of the Code. A litigant at his own whim cannot invoke the authority of the Magistrate. A principled and really grieved citizen with clean hands must have free access to invoke the said power. It protects the citizens but when pervert litigations takes this route Signature Not Verified Signed by: TEJPRAKASH VYAS Signing time: 4/21/2025 2:54:30 PM NEUTRAL CITATION NO. 2025:MPHC-IND:10079 33 M.Cr.C.Nos.6312 of 2025; 53305/2024; 53669/2024; & 9025/2025 to harass their fellow citizens, efforts are to be made to scuttle and curb the same.
30. In our considered opinion, a stage has come in this country where Section 156(3) Cr.P.C. applications are to be supported by an affidavit duly sworn by the applicant who seeks the invocation of the jurisdiction of the Magistrate. That apart, in an appropriate case, the learned Magistrate would be well advised to verify the truth and also can verify the veracity of the allegations. This affidavit can make the applicant more responsible. We are compelled to say so as such kind of applications are being filed in a routine manner without taking any responsibility whatsoever only to harass certain persons. That apart, it becomes more disturbing and alarming when one tries to pick up people who are passing orders under a statutory provision which can be challenged under the framework of said Act or under Article 226 of the Constitution of India. But it cannot be done to take undue advantage in a criminal court as if somebody is determined to settle the scores. We have already indicated that there has to be prior applications under Section 154(1) and 154(3) while filing a petition under Section 156(3). Both the aspects should be clearly spelt out in the application and necessary documents to that effect shall be filed. The warrant for giving a direction that an the application under Section 156(3) be supported by an affidavit so that the person making the application should be conscious and also endeavour to see that no false affidavit is made. It is because once an affidavit is found to be false, he will be liable for prosecution in accordance with law. This will deter him to casually invoke the authority of the Magistrate under Section 156(3). That apart, we have already stated that the veracity of the same can also be verified by the learned Magistrate, regard being had to the nature of allegations of the Signature Not Verified Signed by: TEJPRAKASH VYAS Signing time: 4/21/2025 2:54:30 PM NEUTRAL CITATION NO. 2025:MPHC-IND:10079 34 M.Cr.C.Nos.6312 of 2025; 53305/2024; 53669/2024; & 9025/2025 case. We are compelled to say so as a number of cases pertaining to fiscal sphere, matrimonial dispute/family disputes, commercial offences, A medical negligence cases, corruption cases and the cases where there is abnormal delay/laches in initiating criminal prosecution, as are illustrated in Lalita Kumari [(2014) 2 SCC 1 : (2014) 1 SCC (Cri) 524] are being filed. That apart, the learned Magistrate would also be aware of the delay in lodging of the FIR." (Emphasis supplied)
33. In a recent pronouncement of this Court in the case of Babu Venkatesh v. The State of Karnataka reported in (2022) 5 SCC 639, the observations made in Priyanka Srivastava (supra) were referred to and it was held as follows:
"24. This Court has clearly held that, a stage has come where applications under Section 156(3) Cr.P.C. are to be supported by an affidavit duly sworn by the complainant who seeks the invocation of the jurisdiction of the Magistrate.
25. This Court further held that, in an appropriate case, the learned Magistrate would be well advised to verify the truth and also verify the veracity of the allegations. The Court has noted that, applications under Section 156(3) Cr.P.C. are filed in a routine manner without taking any responsibility only to harass certain persons.
26. This Court has further held that, prior to the filing of a petition under Section 156(3) Cr.P.C., there have to be applications under Sections 154(1) and 154(3) Cr.P.C. This Court emphasises the necessity to file an affidavit so that the persons making the application should be conscious and not make false affidavit. With such a requirement, the persons would be deterred from causally invoking authority of the Magistrate, under Section 156(3)Cr.P.C.
Inasmuch as if the affidavit is found to be false, the Signature Not Verified Signed by: TEJPRAKASH VYAS Signing time: 4/21/2025 2:54:30 PM NEUTRAL CITATION NO. 2025:MPHC-IND:10079 35 M.Cr.C.Nos.6312 of 2025; 53305/2024; 53669/2024; & 9025/2025 person would be liable for prosecution in accordance with law."(Emphasis supplied)
9. In the present case, the complainant failed to make specific averment regarding exhausting of remedies as prescribed by statute and further the complainant in the complaint filed under Section 175(3) of BNSS. The learned magistrate acted in haste and overlooked the fact that the complainant has not made specific averments regarding exhausting his remedies and he has also not filed the complaint made to the Superintendent of Police as required by the statue. It also appears that while directing the registration of FIR, the learned magistrate called for the status report but did not record submissions of the police officer which is a mandatory requirement under the new scheme of 175(3) of BNSS. In the impugned order the learned magistrate has taken a note that the complaint filed before the commissioner of police is part of the case diary but unfortunately did not even applied it's mind to the complaint as a whole. There is a duty caste upon the magistrate to pass the order for registration of FIR but there has to be application of mind and when the statements of the accused persons were recorded and documents were available on record, the learned magistrate ought to have applied it's mind on the material available on record before directing the registration of FIR. Non- compliance of provisions as contained in Section 175(3) of BNSS makes the Signature Not Verified Signed by: TEJPRAKASH VYAS Signing time: 4/21/2025 2:54:30 PM NEUTRAL CITATION NO. 2025:MPHC-IND:10079 36 M.Cr.C.Nos.6312 of 2025; 53305/2024; 53669/2024; & 9025/2025 impugned order 07.12.2024 for registration of FIR against the petitioners vulnerable.
10. As vehemently argued on behalf of the petitioners for perusal of the material available on record dispute primarily appears to be a commercial / civil dispute regarding alleged illegal transfer of shares in exchange of the loan taken by the complainant's company from the petitioner. It would be appropriate to point out before going into the merits of the case that it is admitted by the complainant before this court that some facts were concealed or not truly stated in the complaint filed before the magistrate but that cannot be a ground for quashing of the impugned order.
11. In the present case, it has emerged from the allegations in the complaint that complainant / respondent No.2 and petitioners are known to each other since 2016 and both of them were introduced to each other by co- accused Sanjay Jaiswani, who is close business associate/partner of complainant since 2012 and he is also relative of the Petitioner. Co-accused Sanjay Jaiswani acquired earlier business of the complainant in the year 2015 and thereafter in 2016. The complainant established the present company GRV Biscuits Pvt. Ltd. (hereinafter referred to as "company") in Delhi/Haryana and on instance and advice of his close business associate, co-accused Sanjay Jaiswani, complainant shifted his business in Indore and he was the director Signature Not Verified Signed by: TEJPRAKASH VYAS Signing time: 4/21/2025 2:54:30 PM NEUTRAL CITATION NO. 2025:MPHC-IND:10079 37 M.Cr.C.Nos.6312 of 2025; 53305/2024; 53669/2024; & 9025/2025 and 99% shareholder of the company. Another person namely Saifi was also appointed as a director of the company by the complainant on instance of co- accused Sanjay Jaiswani for better management of the company. It is important to point out here that the value of the capital infused by the complainant in the company was around Rs. 2.80 Crores. In the year 2019, again at instance of co-accused Sanjay Jaiswani, Complainant appointed another co-accused Sanjay Kalwani as a director of the company to look after management and affairs of company and the complainant himself resigned from the directorship of the company. Attention of this court has been drawn to the fact that despite co-accused Sanjay Kalwani being appointed as a director of the company, the complainant was at the helms of day to day affairs of the company and the monetary transactions related to the company were done under his orders as stated by the complainant himself and it was not possible to take any major decision without his approval which is also substantiated from the fact that all the OTPs from banks and other government institutions were received on his personal mobile phone.
12. In the year 2021, the company's business was expanding and the company was in dire need of funds and the complainant along with co-accused Sanjay Jaiswani approached the petitioner to give a intercorporate loan of Rs.8,20,00,000/- to his company from Navratra Infra Properties Ltd. wherein Signature Not Verified Signed by: TEJPRAKASH VYAS Signing time: 4/21/2025 2:54:30 PM NEUTRAL CITATION NO. 2025:MPHC-IND:10079 38 M.Cr.C.Nos.6312 of 2025; 53305/2024; 53669/2024; & 9025/2025 the petitioner was a Director. Since the complainant was unable to provide any security for the re-payment of intercorporate loan, complainant willingly gave a offer that in case if the company fails to make the re-payment of loan within a period of 2 years, then the lender company i.e. the petitioner's company i.e. Navratra Infra Properties Ltd. will have a right to convert the said intercorporate loan into fully paid up equity shares of complainant's company and the petitioner in the year 2022, after taking necessary approval from the Board of Navratra Infra Properties Ltd., transferred the said loan amount in the complainant's company bank account through bank. It is also noted here that in similar manner, 3 other companies also provided loan to the complainant's company and in total a sum or Rs.21,00,00,000/- (approx.) was obtained by the complainant's company and co-accused/close business associate of the complainant Sanjay Jaiswani helped the complainant to obtain all the intercorporate loan and everyone who gave loan to the complainant are made accused in the present case.
13. The complainant has very conveniently suppressed and concealed the abovementioned material fact regarding taking a huge sum of Rs.21,00,00,000/- (Rupees Twenty One Crores) from the complainant through his company. The grievance of the complainant in nutshell is that co-accused Sanjay Jaiswani with a motive to de-fraud the complainant, conspired with Signature Not Verified Signed by: TEJPRAKASH VYAS Signing time: 4/21/2025 2:54:30 PM NEUTRAL CITATION NO. 2025:MPHC-IND:10079 39 M.Cr.C.Nos.6312 of 2025; 53305/2024; 53669/2024; & 9025/2025 other co-accused and lured him to shift his company from Delhi/Haryana to Indore in 2016 in order to earn better profits and that the co-accused are related or known to each other and have falsified the record of company by preparing forged and sham documents and have collective caused wrongful loss to the complainant by reducing the share value of the shares owned by the complainant and increased the value of shares allotted the lender companies and thereafter transferred those shares to the accused companies by preparing a antedated forged loan agreement between the complainant's company and petitioners companies. It is also alleged that after the shares were illegally transferred, the complainant and his mother were kidnapped and kept hostage by four co-accused persons who are employees of another co-accused Sanjay Jaiswani's company and the said four persons also committed dacoity with the complainant. It is specifically alleged regarding forgery that the loan agreement executed between the complainant's company and the petitioner's company is of year 2022 whereas the fact of the matter is that the said non- judicial stamp papers on which the agreement is notarized are only issued in the year 2024, therefore, it is a sham and forged document created in order cause wrongful loss the complainant and the said document is executed and signed by the director of company co-accused Sanjay Kalwani (who was appointed in the year 2019 as director by the complainant) and further Annual Signature Not Verified Signed by: TEJPRAKASH VYAS Signing time: 4/21/2025 2:54:30 PM NEUTRAL CITATION NO. 2025:MPHC-IND:10079 40 M.Cr.C.Nos.6312 of 2025; 53305/2024; 53669/2024; & 9025/2025 General Meeting of the company dated 30/09/2023 was conducted behind his back and no notice was given to him and at that time he was not present in the Country. It is also alleged in the complaint that another co-accused Kanchan Jeevnani who is also an employee of the complainant's company visited the company and took OTP from complainant's phone and gave the said OTP to co-accused Sanjay Jaiswani who was present on call with co-accused Kanchan Jeevnani when she took the OTP.
14. From bare perusal of the complaint filed by the complainant reflects that the accused persons have committed unpardonable offences of serious nature but the record produced before this court prima facie demonstrates that the complainant has deliberately and intentionally converted a civil commercial dispute between with the petitioner and other co-accused into a serious criminal offence by concealing and suppressing the material facts in the complaint filed by him which would otherwise demonstrate that the dispute between the parties is purely commercial and the complainant has orchestrated a false story in order to settle scores with the accused persons and the Hon'ble Apex Court has observed in catena of judgments that there is growing tendency in business circles to use criminal prosecution as an arm twisting method or a tool to settle the civil dispute and the same is impermissible and such commercial civil disputes cannot sustain in the courts. Signature Not Verified Signed by: TEJPRAKASH VYAS Signing time: 4/21/2025 2:54:30 PM NEUTRAL CITATION NO. 2025:MPHC-IND:10079 41 M.Cr.C.Nos.6312 of 2025; 53305/2024; 53669/2024; & 9025/2025
15. The complainant has suppressed and concealed the fact that the complainant himself took a loan of Rupees Eight Crores from the Petitioner with an option to convert it into fully paid up equity shares, further it is suppressed that the complainant himself gave authority to the Director Sanjay Kalwani (co-accused) to execute and enter into intercorporate loan agreement with an option to convert the said loans into fully paid up equity shares in the year 2021 and the signatures on the said document are not disputed by the complainant not it is the case of complainant that Sanjay Kalwani (co- accused) was ceased from the post of director or did not have any authority to execute and enter into the said inter-corporate loan agreement. It is also not the case of complainant that the petitioner did not pay the money or the co- accused persons siphoned off the money from the company and the ante-dated agreements executed by the co-accused persons did not alter or change any of the terms and condition of the original agreed upon terms i.e. conversion option. It is not the case of complainant that the co-accused director of the company altered and without having approval and knowledge of the complainant executed the said agreements and took the money.
16. This court is of the opinion that since the co-accused Sanjay Kalwani, who was appointed as a Director of the company after the complainant resigned from the directorship of the company in 2019 and since Signature Not Verified Signed by: TEJPRAKASH VYAS Signing time: 4/21/2025 2:54:30 PM NEUTRAL CITATION NO. 2025:MPHC-IND:10079 42 M.Cr.C.Nos.6312 of 2025; 53305/2024; 53669/2024; & 9025/2025 then, the co-accused has been taking decisions on behalf of the company with consent of the complainant. The complainant was well aware about the fact that a loan of Rs.8 Crores is taken on behalf of the company and the complainant himself gave consent to take the said loan with an option to convert it into shares and authorized the co-accused Sanjay Kalwani to execute the loan agreement. The consent was given in the year 2021 and the complainant has not denied his signatures on the consent letter and this fact clearly demonstrates that it was well within the knowledge of the complainant that co-accused Sanjay Kalwani has executed the said loan agreement with the Petitioner. It is not in dispute that the co-accused Sanjay Kalwani was well within his powers as director appointed and authorized by the complainant to execute and act upon the said intercorporate loan agreement executed with the Petitioner.
17. Despite being aware about the fact and admitting it before this court that a sum of Rs.8.20 Crores was received by the complainant's company from petitioner's company as an inter corporate loan and in total Rs.21 Crores have been received by the complainant in 2021-2022 from 4 different companies belonging to the accused persons. The said fact is disclosed in the NCLT petition and the complainant has concealed the fact in his complaint and has concocted a story to give it criminal colour. Deliberately stating wrong fact Signature Not Verified Signed by: TEJPRAKASH VYAS Signing time: 4/21/2025 2:54:30 PM NEUTRAL CITATION NO. 2025:MPHC-IND:10079 43 M.Cr.C.Nos.6312 of 2025; 53305/2024; 53669/2024; & 9025/2025 related to taking OTP from the complainant by co-accused Kanchan Jeevnani. It is stated in the complaint filed before the magistrate on oath that the co- accused Kanchan Jeevnani was present at the factory of complainant and she was talking to another co-accused Sanjay Jaiswani on her phone and OTP was given by Co-accused Kanchan to Co-accused Sanjay Jaiswani on call. Interestingly, in NCLT petition which is also filed by the complainant, he has stated that Kanchan Jeevnani called her to take OTP and was not present at the factory and the same manipulation of fact is admitted by the complainant in his reply before this court. The contention of the complainant that the said OTP was taken by co-accused stating that it is for necessary legal fees cannot be accepted as the complainant is a well educated person and he has been a director in multiple companies and it cannot be believed that when the OTP message clearly stated that it is for the payment to be made to Registrar of Companies (ROC) and he believed It to be for payment of necessary legal fees. It appears that the OTP was given by the complainant to the co-accused willingly and the complainant has also not alleged any use of force, coercion for taking OTP from him in his complaint.
18. Other main allegation of the complainant is that the value and number of shares of the complainant is reduced by co-accused persons is misconceived and false allegation and it is demonstrated again by Signature Not Verified Signed by: TEJPRAKASH VYAS Signing time: 4/21/2025 2:54:30 PM NEUTRAL CITATION NO. 2025:MPHC-IND:10079 44 M.Cr.C.Nos.6312 of 2025; 53305/2024; 53669/2024; & 9025/2025 complainant's averments in the NCLT petition and before this court. The complainant has stated true facts before NCLT and before this court in the reply filed in this petition is that the number of shares held by the complainant are still same and the share value has not been decreased, the authorized share capital of the company is increased and the value of shares held by complainant today is higher as the authorized capital of the company is increased. It is to be noted here that the stake of the complainant in the company has reduced as the additional shares have been allotted to the 4 companies in exchange of inter corporate loan taken by complainant's company.
19. Concealment of fact that co-accused Sanjay Kalwani who was appointed as director of the company by complainant in 2019 executed the inter corporate loan agreement with the company of petitioner and others after obtaining consent and authorization from the complainant himself in 2021. The complainant has not denied his signatures on the said consent letter and has also not stated that he has withdrawn the consent or has withdrawn the authority from the director Co-accused Sanjay Kalwani to execute and act upon the said inter corporate loan agreement with the petitioner and other co- accused.
20. The Complainant has also deliberately concealed the material fact Signature Not Verified Signed by: TEJPRAKASH VYAS Signing time: 4/21/2025 2:54:30 PM NEUTRAL CITATION NO. 2025:MPHC-IND:10079 45 M.Cr.C.Nos.6312 of 2025; 53305/2024; 53669/2024; & 9025/2025 that the house in which he is living belongs to the company and the registry of the said house is in the name of company through authorized signatory Vijay Jaiswani who is also a co-accused in the present case. The said registry was done by co-accused Vijay Jaiswani and the complainant has also admitted in his reply to the fact that Co-accused Vijay Jaiswani and Sanjay Jaiswani are his neighbours and the same is also demonstrated by the house addresses of the parties. Interestingly, it is also not in dispute that the mother of co-accused persons namely Sanjay Jaiswani and Vijay Jaiswani resides in the same house as the complainant and till date she is residing in the same house. This court is unable to understand that if a person is kidnapped, abducted, kept as a hostage in his own house why would he keep mother of accused persons in his house. Another interesting fact stated in the complaint is that when the complainant after being a hostage, being kidnapped and abducted, the complainant did not approach the police instead checked into Marriott Hotel and slept. It is also not in dispute that the 4 persons whose photos and videos are filed along with the complaint are of the main road and all 4 of them are employees of co-accused persons Sanjay Jaiswani and Vijay Jaiswani and out of the said 4 persons co- accused Jay Mathe is body guard of the co-accused Sanjay Jaiswani and remaining are other employees and it is natural for them to be captured on the road outside their employer house. The facts orchestrated by the complainant Signature Not Verified Signed by: TEJPRAKASH VYAS Signing time: 4/21/2025 2:54:30 PM NEUTRAL CITATION NO. 2025:MPHC-IND:10079 46 M.Cr.C.Nos.6312 of 2025; 53305/2024; 53669/2024; & 9025/2025 does not inspire confidence and appears to be a fabricated story especially when it is alleged that the co-accused persons kidnapped, abducted the complainant two days after the entire share allotment process was completed.
21. In the entire complaint, it is nowhere alleged that any of the co- accused persons have forged the signatures of the complainant, the co-accused Sanjay Kalwani who has acted on behalf of the company had consent and authorization from the complainant himself and he has signed the white paper agreement executed between the complainant's company and petitioners' company and in order to rectify the procedural irregularities, the petitioner and co-accused Sanjay Kalwani executed an antedated document. This court is of the view that the said document was executed with the consent and authorization taken from complainant in 2021 and the ante dated inter corporate loan agreement did not alter or change the conditions of the white paper agreement executed originally between the complainant's company and petitioner. It is not in dispute that there is some financial dispute and share transfer dispute between the complainant and co-accused persons who are having business relations with each other since a very long time and the intent of playing fraud or mens rea is also missing in the present dispute since complainant did not raise any hue and cry when the co-accused Sanjay Kalwani was appointed as a director in the company in the year 2019 and he is Signature Not Verified Signed by: TEJPRAKASH VYAS Signing time: 4/21/2025 2:54:30 PM NEUTRAL CITATION NO. 2025:MPHC-IND:10079 47 M.Cr.C.Nos.6312 of 2025; 53305/2024; 53669/2024; & 9025/2025 still continuing to be the director till date or when the complainant authorized Sanjay Kalwani to execute the intercorporate loan agreement with petitioner and others.
22. The legality and validity of the alleged sham documents, agreements, resolutions executed and filed by the co-accused persons before the Registrar of companies will be examined by the National Company Law Tribunal in the company petition filed by the complainant and complainant has made specific prayer in prayer clause of the petition to declare the said agreements, resolutions, transfer of shares and increased in share capital as illegal and void. It is not for the police to investigate in criminal proceedings whether the shares transferred by exercising the conversion clause of the inter corporate loan taken by the complainant is as per statutory limits or not or whether the appointment of the petitioner as additional director of the company is illegal or whether the director who executed the loan agreements and signed the resolutions on behalf of the company had authority to sign the said loan agreements and resolutions. All these questions are strictly in domain of National Company Law Tribunal and are purely commercial in nature.
23. Further, it appears that the complainant has deliberately with an ulterior motive to set criminal prosecution in motion had concealed the facts which were well within his knowledge and has also concealed the documents Signature Not Verified Signed by: TEJPRAKASH VYAS Signing time: 4/21/2025 2:54:30 PM NEUTRAL CITATION NO. 2025:MPHC-IND:10079 48 M.Cr.C.Nos.6312 of 2025; 53305/2024; 53669/2024; & 9025/2025 executed by him i.e. consent letter issued in favour of co-accused Sanjay Kalwani. It is a serious issue that the complainant did not disclose taking 21 Crores as loan from different companies and instead chose to deliberately and maliciously prosecute the petitioner and other co-accused persons. The contention of the complainant that there is minor variation of facts in the complaint and there is no material concealment of fact cannot hold ground in view of the material placed on record. The criminal prosecution initiated by complainant is mala fide and with an ulterior motive. It is purely for wrecking vendetta against the petitioner and his group members and it is a clear abuse of process of law and it is settled law that it is the duty of court to ensure that criminal prosecution should not be set in motion just for harassment or for private vendetta.
24. Recently Hon'ble Apex Court, in the matter of Dinesh Gupta Vs. The State of Uttar Pradesh [2024 INSC 32] has held the following regarding concealment, falsehood and forum hunting by litigants and converting a financial dispute between the parties into criminal dispute:-
"Unscrupulous litigants should not be allowed to go scot-free. They should be put to strict terms and conditions including costs. It is time to check with firmness such litigation initiated and laced with concealment, falsehood, and forum hunting. Even State actions or conduct of government servants being party to such malicious litigation should be seriously reprimanded. In the instant case, we find initiation of criminal Signature Not Verified Signed by: TEJPRAKASH VYAS Signing time: 4/21/2025 2:54:30 PM NEUTRAL CITATION NO. 2025:MPHC-IND:10079 49 M.Cr.C.Nos.6312 of 2025; 53305/2024; 53669/2024; & 9025/2025 proceedings before a forum which had no territorial jurisdiction by submitting incorrect facts and giving frivolous reasons to entertain such complaints. A closer look at the respondent's actions reveals more than just an inappropriate use of jurisdiction. The core issue of the dispute, which involves financial transactions and agreements, clearly places it in the realm of civil and commercial law. Yet, the respondent chose to pursue criminal charges in a quest to abuse the criminal justice system with a motive to seek personal vengeance rather than seeking true justice. This unnecessary turning of a civil matter into a criminal case not only overburdens the criminal justice system but also violates the principles of fairness and right conduct in legal matters. The apparent misuse of criminal proceedings in this case not only damages trust in our legal system but also sets a harmful precedent if not addressed.
Coming to the allegation of the complainant being misled for advancing loan, which was later on converted into equity, the appellants placed on record two resolutions dated 25.03.2011 and 26.08.2011 passed by the company vide which decision was taken by the complainant to invest in the equity of Gulab Buildtech and Verma Buildtech to the tune of ₹ 5,16,00,000/- and ₹ 11,29,50,000/- respectively. The said resolutions passed by the complainant have not been denied. Hence, the claim that the appellants had induced the complainant to advance loan and later on converted the loan into equity, is totally false. It was rather a deliberate decision taken by the Board founded on above-mentioned company resolutions.
Further, it is apparent that the complainant had concealed material facts which were within his knowledge at the time of filing of complaint. These facts pertained to the complainant's knowledge of the merger of Gulab Buildtech and Verma Buildtech with BDR, details whereof are noted hereinafter.
*** The entire factual matrix and the time lines clearly reflects that the complainant deliberately and unnecessarily Signature Not Verified Signed by: TEJPRAKASH VYAS Signing time: 4/21/2025 2:54:30 PM NEUTRAL CITATION NO. 2025:MPHC-IND:10079 50 M.Cr.C.Nos.6312 of 2025; 53305/2024; 53669/2024; & 9025/2025 has caused substantial delay and had been waiting for opportune moment for initiating false and frivolous litigation.
Further, it has been noticed by the High Court in the impugned order that on an application filed by the appellants, an Arbitrator was appointed by the Delhi High Court vide order dated 15.05.2019 to settle the dispute amongst the parties and the said matter was still pending."
25. The Supreme Court in the case of Sangeeta Agrawal Vs. State of U.P., reported in (2019) 2 SCC 336 has held as under:-
"8. In our view, the Single Judge ought to have first set out the brief facts of the case with a view to understand the factual matrix of the case and then examined the challenge made to the proceedings in the light of the principles of law laid down by this Court and then recorded his finding as to on what basis and reasons, a case is made out for any interference or not."
26. The Supreme Court in the case of Amit Kapoor Vs. Ramesh Chander reported in (2012) 9 SCC 460 has held as under:-
"27. Having discussed the scope of jurisdiction under these two provisions i.e. Section 397 and Section 482 of the Code and the fine line of jurisdictional distinction, now it will be appropriate for us to enlist the principles with reference to which the courts should exercise such jurisdiction. However, it is not only difficult but is inherently impossible to state with precision such principles. At best and upon objective analysis of various judgments of this Court, we are able to cull out some of the principles to be considered for proper exercise of jurisdiction, particularly, with regard to quashing of charge either in exercise of jurisdiction under Section 397 or Section 482 of the Code or together, as the case may be:
27.1 Though there are no limits of the powers of the Court under Section 482 of the Code but the more the power, the more due care and caution is to be Signature Not Verified Signed by: TEJPRAKASH VYAS Signing time: 4/21/2025 2:54:30 PM NEUTRAL CITATION NO. 2025:MPHC-IND:10079 51 M.Cr.C.Nos.6312 of 2025; 53305/2024; 53669/2024; & 9025/2025 exercised in invoking these powers. The power of quashing criminal proceedings, particularly, the charge framed in terms of Section 228 of the Code should be exercised very sparingly and with circumspection and that too in the rarest of rare cases.
27.2 The Court should apply the test as to whether the uncontroverted allegations as made from the record of the case and the documents submitted therewith prima facie establish the offence or not.
If the allegations are so patently absurd and inherently improbable that no prudent person can ever reach such a conclusion and where the basic ingredients of a criminal offence are not satisfied then the Court may interfere.
27.3 The High Court should not unduly interfere. No meticulous examination of the evidence is needed for considering whether the case would end in conviction or not at the stage of framing of charge or quashing of charge.
27.4 Where the exercise of such power is absolutely essential to prevent patent miscarriage of justice and for correcting some grave error that might be committed by the subordinate courts even in such cases, the High Court should be loath to interfere, at the threshold, to throttle the prosecution in exercise of its inherent powers.
27.5 Where there is an express legal bar enacted in any of the provisions of the Code or any specific law in force to the very initiation or institution and continuance of such criminal proceedings, such a bar is intended to provide specific protection to an accused.
27.6 The Court has a duty to balance the freedom of a person and the right of the complainant or prosecution to investigate and prosecute the Signature Not Verified Signed by: TEJPRAKASH VYAS Signing time: 4/21/2025 2:54:30 PM NEUTRAL CITATION NO. 2025:MPHC-IND:10079 52 M.Cr.C.Nos.6312 of 2025; 53305/2024; 53669/2024; & 9025/2025 offender.
27.7 The process of the court cannot be permitted to be used for an oblique or ultimate/ulterior purpose. 27.8 Where the allegations made and as they appeared from the record and documents annexed therewith to predominantly give rise and constitute a "civil wrong" with no "element of criminality" and does not satisfy the basic ingredients of a criminal offence, the court may be justified in quashing the charge. Even in such cases, the court would not embark upon the critical analysis of the evidence. 27.9 Another very significant caution that the courts have to observe is that it cannot examine the facts, evidence and materials on record to determine whether there is sufficient material on the basis of which the case would end in a conviction; the court is concerned primarily with the allegations taken as a whole whether they will constitute an offence and, if so, is it an abuse of the process of court leading to injustice.
27.10 It is neither necessary nor is the court called upon to hold a full-fledged enquiry or to appreciate evidence collected by the investigating agencies to find out whether it is a case of acquittal or conviction.
27.11 Where allegations give rise to a civil claim and also amount to an offence, merely because a civil claim is maintainable, does not mean that a criminal complaint cannot be maintained.
27.12 In exercise of its jurisdiction under Section 228 and/or under Section 482, the Court cannot take into consideration external materials given by an accused for reaching the conclusion that no offence was disclosed or that there was possibility of his acquittal. The Court has to consider the Signature Not Verified Signed by: TEJPRAKASH VYAS Signing time: 4/21/2025 2:54:30 PM NEUTRAL CITATION NO. 2025:MPHC-IND:10079 53 M.Cr.C.Nos.6312 of 2025; 53305/2024; 53669/2024; & 9025/2025 record and documents annexed therewith by the prosecution.
27.13 Quashing of a charge is an exception to the rule of continuous prosecution. Where the offence is even broadly satisfied, the Court should be more inclined to permit continuation of prosecution rather than its quashing at that initial stage. The Court is not expected to marshal the records with a view to decide admissibility and reliability of the documents or records but is an opinion formed prima facie.
27.14 Where the charge-sheet, report under Section 173(2) of the Code, suffers from fundamental legal defects, the Court may be well within its jurisdiction to frame a charge.
27.15 Coupled with any or all of the above, where the Court finds that it would amount to abuse of process of the Code or that the interest of justice favours, otherwise it may quash the charge. The power is to be exercised ex debito justitiae i.e. to do real and substantial justice for administration of which alone, the courts exist.
27.16 These are the principles which individually and preferably cumulatively (one or more) be taken into consideration as precepts to exercise of extraordinary and wide plenitude and jurisdiction under Section 482 of the Code by the High Court.
Where the factual foundation for an offence has been laid down, the courts should be reluctant and should not hasten to quash the proceedings even on the premise that one or two ingredients have not been stated or do not appear to be satisfied if there is substantial compliance with the requirements of the offence."
27. The Supreme Court in the case of M. N. Ojha Vs. Alok Kumar Signature Not Verified Signed by: TEJPRAKASH VYAS Signing time: 4/21/2025 2:54:30 PM NEUTRAL CITATION NO. 2025:MPHC-IND:10079 54 M.Cr.C.Nos.6312 of 2025; 53305/2024; 53669/2024; & 9025/2025 Srivastav reported in (2009) 9 SCC 682 has held as under :
"Interference by the High Court in exercise of its jurisdiction under Section 482 of the Code of Criminal Procedure can only be where a clear case for such interference is made out. Frequent and uncalled for interference even at the preliminary stage by the High Court may result in causing obstruction in progress of the inquiry in a criminal case which may not be in the public interest. But at the same time the High Court cannot refuse to exercise its jurisdiction if the interest of justice so required where the allegations made in the FIR or complaint are so absurd and inherently improbable on the basis of which no fair minded and informed observer can ever reach a just and proper conclusion as to the existence of sufficient grounds for proceeding. In such cases refusal to exercise the jurisdiction may equally result in injustice more particularly in cases where the complainant sets the criminal law in motion with a view to exert pressure and harass the persons arrayed as accused in the complaint.
It is well settled and needs no restatement that the saving of inherent power of the High Court in criminal matters is intended to achieve a salutary public purpose which is that a court proceeding ought not to be permitted to degenerate into a weapon of harassment or persecution. If such power is not conceded, it may even lead to injustice."
28. In the light of exposition of law by the apex Court in the factual matrix of these petitions this Court is of the considered view that continuance of prosecution in the instant case will lead injustice as impugned order dated 07.12.2024 has been obtained suppressing material facts before the learned Judicial Magistrate coupled with the fact that learned Magistrate has also failed to comply with the provisions as enshrined under Section 175(3) of Signature Not Verified Signed by: TEJPRAKASH VYAS Signing time: 4/21/2025 2:54:30 PM NEUTRAL CITATION NO. 2025:MPHC-IND:10079 55 M.Cr.C.Nos.6312 of 2025; 53305/2024; 53669/2024; & 9025/2025 BNSS.
29. Resultantly, these petitions succeed and are hereby allowed. Impugned order dated 07.12.2024 and FIR registered at Crime No.1354/2024 at Police Station Lasudia, Indore and all other subsequent proceedings thereto are hereby quashed.
Certified copy as per rules.
(BINOD KUMAR DWIVEDI) JUDGE RJ / Tej / rcp Signature Not Verified Signed by: TEJPRAKASH VYAS Signing time: 4/21/2025 2:54:30 PM