Full Judgment
IN THE HIGH COURT OF JUDICATURE AT MADRAS
DATED : 30.04.2025
CORAM
THE HONOURABLE MR.JUSTICE SUNDER MOHAN Crl.M.P.No.4736 of 2022 1.Rajesh Kannan 2.Nagavalli 3.Uma ...Petitioners/Accused Vs. State rep by 1.The Sub Inspector of Police, Central Crime Branch, EDF-I, Team II, Vepery, Chennai - 600 001. (Crime No.13 of 2022) ... Respondent
2.Sanket Kumar Agarwal. D-301, Clover Majestic Towers, Behind Kali Mata Temple, Beach Road, Vishakhapatnam - 530 003. PRAYER: This criminal original petition has been filed under Section 482 Code of Criminal Procedure, pleased to call for the records and to quash the F.I.R. in Crime No.13/2022 on the file of the respondent and pass such further or other orders as this Hon'ble Court may deem fit and proper in the
Page No.1 of 12
facts and circumstances of the case.
For Petitioners: Mr.Om Prakash (Senior Advocate) for Mr.M.Suresh For R2 :M/s.Sampath Kumar & Association Mr.S.Senthilkumar
ORDER
The instant petition has been filed seeking to quash the First Information Report in Cr.No.13 of 2022 registered for the offences under Section 420, 352 r/w 120 (B) I.P.C. 2.It is reported by the learned counsel for the petitioners and the defacto-complainant that both the petitioners and the defacto-complainant have arrived at a compromise and the second respondent has agreed to withdraw all the pending litigations between the parties including the First Information Report against these petitioners which is impugned in this petition. The second respondent is present in person and identified by the counsel for the second respondent. He had confirmed the compromise arrived at between the parties. He has also filed an affidavit which is as follows:- Page No.2 of 12
I, Sanket Kumar Agarwal, S/o. Mr. Shyam Sundar Agarwal, aged about 28, residing at D-301, Clover Majestic Towers, Behind Kali Mata Temple, Beach Road, Vishakhapatinam - 530 003, do hereby solemnly affirm: 1.I am the 2nd Respondent herein and the Defacto Complainant in Cr. No. 13 of 2022, registered against the petitioners. I am well aware of the facts and circumstances of the case and competent to file this affidavit. -2-
2.I submit that, I had entered into a Share Purchase Agreement dated 22.03.2019 with the Petitioners herein, who are the Common Directors and Promotors of the Company. As per the said agreement the purchaser was required to acquire 100% of the Shareholdings in the group companies by way transfer of shares for consideration of Rs.1,00,00,000/- and the same was paid into the personal accounts of the petitioners 1 and 2. In the addition to the above, Rs. 89,99,999/- was infused as working capital into the Group companies for attending business expenses, until it is taken over by the acquirers. Further, a sum of Rs. 2,06,50,000/- was paid into the APG shipping company by the Defacto complainant and his family members on his behalf. Thus, the Defacto Complainant herein and his family members invested a total sum of Rs.3,96,49,999/- in the group companies. The following are the details of the payments made to the Petitioners and the Group Companies: i.APG logistics - Rs.89,99,999/- ii.APG Shipping Company - Rs.2,06,50,000/- iii. Personal Account of 1st Petitioner - Rs.51,00,000/- iv. Personal Account of 2nd Petitioner - Rs.49,00,000/- Total - Rs.3,96,49,999/-
3.While that being so, certain differences arose between the parties; reconciliation was sought for by entering into amended agreement and the Petitioners by an email dated 24.07.2019 offered to repay the money by 31.12.2019 to the investors and give an end to the share purchase agreement and the business dealings between the parties.
Page No.3 of 12 4.I had filed Company Petition (IB) No. 113 of 2021 before the National Company Law Tribunal Chennai, under Section 7 of the Insolvency and
Bankruptcy Code, 2016 (IBC). The petition was dismissed by order
dated 26.08.2022. An appeal was preferred against the said order
before the National Company Law Appellate Tribunal, Chennai, but it was dismissed on the ground of limitation. Subsequently, a Civil Appeal, was preferred before the Hon’ble Supreme Court in Civil Appeal No. -3- 748 of 2023. The Hon’ble Supreme Court allowed the appeal and restored the matter to the file of the NCLAT for further consideration. The same is still pending on the file of National Company Law Appellate Tribunal, Chennai.
5.I submit that as on date, apart from the above there are other proceedings set out in the below paragraphs, pending between myself and the first petitioner herein and his companies: Proceedings Provisions Status before under NCLT / which it is NCLAT/Court/Sta filed tutory Authorities CP/134(CHE)/202 U/s 73(4) of Dismissed with 1 CA, 2013 cost of Rs.5000/-
vide order
NCLT 15.12.2021 CP(IB)/113/2021 U/s.7 of Dismissed vide
IBC,2016 order
NCLT 26.08.2022 CP/84(CHE)/2021 U/s. 130 of Dismissed vide
Companies order
NCLT Act 2013 11.02.2022 CP/127(CHE)/202 U/s. 213 of Next date of 2 Companies hearing: Act 2013 03.04.2025 Page No.4 of 12 NCLT CA(AT)(Ins) No. U/s.61 of The case was 418 of IBC,2016 initially dismissed 2022 on Appeal 09.01.2023 on the NCLAT against point of limitation
order in for condonation of
CP(IB)/113/ delay but was later 2021 reopened by the Supreme Court Next date of hearing: 28.04.2025 CA(AT)/29 of U/s. 421 of Last date of 2022 CA, 2013 hearing: 24.03.2025 NCLAT Appeal against
order in
CP/84(CHE )/2021 OS NO. 2314 OF Injunction Pending, Next date 2021 suit (filed of hearing - by the 17.06.2025 opposite party) before XVII Asst. City Civil Court, Chennai Complaint filed at Sec. 206 of Closed the ROC Chennai CA 2013 Mediation for District The same was not Commercial Court Legal proceeded further. Proceedings Services Page No.5 of 12 Initiated at Authority, Vijaywada Nyaya Seva Sadan, Visakhapat nam. Case No.01/2023
6.I filed a FIR in Crime No. 13 of 2022 on the file of CCB, EDF-1, Team II, Chennai Police, Vepery, Chennai, against the petitioners for offences punishable under Sections 420 and 352 read with 120 B, IPC. The Petitioners have filed the present Crl. OP. No. 8168 of 2022 for Quash of the above said FIR in Cr. No. 13 of 2022.
7.I submit that pending the above petition, conciliatory efforts were taken and pursuant thereto, the Petitioners have made different payments to the investors, amounting to Rs. 1,51,39,207/- from April 2019 to February 2021. Consequently, a balance amount of Rs. 2,45,10,792/-, along with interest of Rs. 35,00,000/-, remains payable by the Petitioners. The said balance payment is being made as detailed hereunder, by the Petitioners, which myself, the 2nd Respondent do acknowledge on my behalf and on behalf of other investors with due authority. S DD In favour of Amount . Particulars N o . 1 DD No. Sanchit Kumar Rs. . 210578 Agarwal 35,00,000/- Dated 22.04.2025 AXIS Bank Ltd. 2 DD No. Sanchit Kumar Rs. . 509166 Agarwal 27,00,000/- Dated Page No.6 of 12
29.03.2025 Bank of India 3 DD No. Shyam Sundar Rs. . 509138 Agarwal 53,50,000/- Dated HUF 18.03.2025 Bank of India 4 DD No. Sweta Agarwal Rs. . 210362 42,50,000/- Dated 17.03.2025 AXIS Bank Ltd. 5 DD No. Sanket Kumar Rs. . 210460 Agarwal 54,00,000/- Dated 28.03.2025 AXIS Bank Ltd. 6 DD No. Shyam Sundar Rs. . 509137 Agarwal 46,99,999/- Dated 17.03.2025 Bank of India 7 DD No. Sneha Agarwal Rs. . 509136 21,10,793/-
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Dated 17.03.2025 Bank of India Total Rs. 2,80,10,792/- 8.I further acknowledge the receipt of the aforesaid amount, being the balance due with interest, and as the Defacto Complainant undertake to withdraw all proceedings pending before any court or tribunal, quasi judicial authority, statutory authority concerning the matter against the company / its officers / its auditors or such other person, who has been made a party to any of the -6- proceedings initiated by me or by my family members, within a period of one week (7 days) from the date of receipt of these DD’s. The undertaking is made to this Hon’ble Court and the petitioners to close the above petition and also closure of all litigations between the parties within a period of one week. Further, both the parties agree to refrain from making defamatory or derogatory comments against each other on any public forum. The Petitioner herein shall withdraw suit in O.S. NO. 2314/2021, currently pending before the Chennai City Civil Court.
9.I respectfully submit that the office records, original documents and cash seized by police shall be returned to the petitioners by the police. Both parties shall exchange all documents in their possession and also issue receipts for payments received. On the receipt of entire payment and on closure of all cases, both parties shall not proceed with or initiate any proceedings as against each other and the above petition can be disposed for by quashing FIR recording the undertaking of the Appellant.
10.I solemnly affirm and undertake to the petitioners and this Hon’ble Court that as the issue is being mutually settled amicably all proceedings initiated shall be withdrawn and no fresh proceedings or complaints shall be made against the petitioners by myself or any Page No.8 of 12
persons being our family members as investors within a period of one week from the date of order of the Hon’ble High Court. I shall also not continue, or initiate any proceedings or complaints or statements made against the petitioners or the group companies before any forum. I shall ensure not to make any statements or imputations against the petitioners or their company or business, in any social medium or any public platforms, or media.
11.I further would co-operate, sign necessary statements, affidavits, make declarations to the petitioners or any person as they may request, to withdraw any statements, not to pursue any proceedings against the petitioners or family members or group companies. This affidavit of undertaking is filed before the Hon’ble Madras High Court for placing on record and to pass order in the above petition, by recording the Quash of the petition against them for closure of all other matters."
3.In view of the compromise arrived at between the parties and the affidavit filed by the second respondent, this Court is of the view that no useful purpose would be served in keeping the investigation pending.
Accordingly F.I.R. in Crime No.13/2022 is quashed. In view of this order
the petitioners are entitled to the return of the seized cash and documents. They may file an appropriate application before the learned Magistrate and on such application the learned Magistrate may return all the properties to the petitioners. Page No.9 of 12 4.This Criminal Original Petition is accordingly allowed. Consequently, connected miscellaneous petition is closed. 30.04.2025 ep To:- 1.The Sub Inspector of Police, Central Crime Branch, EDF-I, Team II, Vepery, Chennai - 600 001 2.The Public Prosecutor, High Court, Madras. Page No.10 of 12
SUNDER MOHAN, J.
ep Crl.M.P.No.4736 of 2022 Page No.11 of 12 30.04.2025 Page No.12 of 12