1 2025:CGHC:3298-DB NAFR HIGH COURT OF CHHATTISGARH AT BILASPUR CRMP No. 218 of 2025 Siddharth Sarda S/o Kamlesh Kumar Sarda Aged About 34 Years R/o At Flat No. 501 Meridine Building Uditnagar Rourkela District - Sundergarh And State Odisha ... Petitioner versus 1 - State of Chhattisgarh Through Superintendent of Police Raigarh District - Raigarh (C.G.) 2 - Station House Officer Police Station City Kotwali Raigarh Pin Code - 496001 District - Raigarh (C.G.) 3 - Ghanshyam Agarwal S/o Late Ramkala Agarwal Aged About 62 Yeras R/o Civil Lines Raigarh Chhattisgarh ---- Respondents (Cause-title taken from Case Information System) For Petitioner : Mr. Arjit Tiwari, Advocate For Respondents No.1 and 2 : Mr. Shashank Thakur, Deputy Advocate General For Respondent No.3 : Mr. Abhinav Sharma, Advocate Hon'ble Shri Ramesh Sinha, Chief Justice Hon'ble Shri Ravindra Kumar Agrawal , Judge Judgment on Board Per Ramesh Sinha , Chief Justice 20.01.2025 1. Heard Mr. Arjit Tiwari, learned counsel for the petitioner. Also heard Mr. Shashank Thakur, learned Deputy Advocate General, appearing for the State/respondents No.1 and 2 as well as Mr. Abhinav Sharma, learned counsel appearing for respondent No.3. ANURADHA TIWARI Digitally signed by ANURADHA TIWARI Date: 2025.01.21 10:28:16 +0530 2 2. The petitioner has filed the instant petition with the following prayer: “i) That the Hon’ble Court may please to entertain this petition and call for entire records pertaining to the case. ii) That, this Hon’ble Court may kindly be pleased to quash FIR dated 03.08.2023 in the Crime No. 586/2023 registered at City Kotwali Raigarh (C.G.) and all the consequential proceedings against the petitioner. Iii) Any other relief, as this Hon’ble Court may deem fit and proper may also be granted under the facts and circumstances of the present case.” 3. Brief facts necessary for disposal of the case, are that, the petitioner was running a crusher unit in the name and style of "SATGURU SAI MINES PRIVATE LIMITED (CIN- U13100CT2008PTC020572)," having its registered office at Ram Motors, Bypass Road, Sangitarai, Raigarh, Chattisgarh-496001 and in present from Gram Katangpali, P.H. No.30, block Baramkela, tehsil Sarangarh, Raigarh- 496001, state- Chattisgarh, in the capacity of Director. During the year 2016, in the ordinary course of business, the respondent No. 3 expressed 3 his intention to purchase entire shareholding of the Company for an agreed price of about Rs.2 Crore and as per an oral understanding and agreement between the petitioners and respondent No. 3, the respondent No. 3 had agreed to purchase all the shares of Company from the shareholders of the Company in a phased manner. At the relevant time, the petitioner was merely acting under the capacity of the Director and was not holding any shares of the Company. As a part of the deal, the respondent No. 3, first purchased all the shares from other shareholders namely Sumitra Tibrewal, Ravindra Poddar, Abhay Agarwal and Sandeep Poddar @Rs 185/- per share (Face Value of share Rs 10/-) and paid Rs 1,01,21,350/- (Rupees One crore One Lakh Twenty-one thousand and three hundred fifty) in a single go and when the occasion to purchase 58310/- shares of the one Kamlesh Kumar Sarda arose, the respondent No. 3 paid only Rs. 70,50,000/- (Rupees Seventy Lakh Fifty Thousand only) and that was also in 9 (nine) installments and as per the agreement between the parties, the respondent No. 3 had agreed to make payment of purchase consideration Pio Rare PS 7 New Rajendra Raipur Chhatisgarh Amit Shishu Mand Chhattisgarh in single tranche. The Respondent No. 3 having agreed to make full payment towards sale consideration, paid only Rs. 70,50,000/- (Rupees Seventy Lakh Fifty Thousand only) in nine installments whereas the sale value and agreed consideration for sale of 4 shares was Rs. 1,07,87,350/- (One Crore Seven Lakh Eighty- Seven Thousand and three hundred fifty). Thereafter, respondent No. 3 made part payment of the agreed sale consideration, however out of courtesy, Mr. Kamlesh Kumar Sarda transferred 10000/- Shares out of his 58310/- shares. The transfer of the shares was a bonafide act in order to encourage the Respondent No. 3 to fulfill his part of the promise. After making part payment in installments, the respondent No. 3 stopped making payment towards balance purchase consideration and did not respond to multiple requests and reminders for payment of balance purchase consideration. Due to deliberate and willful disobedience and violation of the agreed terms and consideration, the remaining shares were not transferred. As per the agreement between the parties, the Respondent No. 3 will be entitled to acquire the shares only upon full and final payment of the purchase consideration, however the Respondent No. 3 failed to abide by the promise and make full payment of the purchase consideration, but respondent No. 3 deliberately did not pay remaining amount of purchase consideration with malafide intention to disembark the petitioner and respondent No. 3 acquired shares from Sumitra Tibrewal, Ravindra Poddar, Abhay Agarwal and Sandeep Poddar and 10% shares from one Mr. Kamlesh Kumar Sarda, and thereby reduced him to minority shareholder. It was a well thought and pre-planned strategy of the respondent No. 3 inasmuch as the 5 shareholding of Mr. Kamlesh Kumar Sarda was reduced to 42.74% from 51.59% and the shareholding of respondent No. 3 reached at 57.25%, which was sufficient to manage and run the Company as per his will and pleasure. Having achieved his objective, the respondent No. 3 stopped making payment towards remaining purchase consideration and did not bother to take any sincere steps towards purchasing the remaining number of shares. As such, out of courtesy and sincerity, the petitioner was resigned from the post of Director in order to show their bonafide intention towards fructification of the said transaction. The shares were acquired by the respondent No. 3 in a closely held Company namely M/s TPS Finvest Leasing Private Limited. As on 31.03.2017, the shareholding pattern of the Company shows that M/s TPS Finvest Leasing Private Limited, owned by the respondent No. 3 acquired majority shareholding After the said deliberation and willful disobedience of the respondent No. 3 came to the full knowledge of the petitioner, they not only tried to persuade the respondent No. 3 by various amicable means to fulfill his promise but also objected to illegal appointments and filing being done by the respondent No. 3 in the said Company. After being the majority share holder of the said Company, the respondent No.3 started suppressing the actual profit figure of the Company to avoid distribution of dividends, to pay taxes and other statutory liabilities also no duly convened shareholder's meeting 6 have been conducted till date and many other mismanagement are going in the Company, against which Mr. Kamlesh Kumar Sarda has filed a complaint before the ROC and other authorities on 19.06.2023 and in the repercussion of that the respondent No.3 has registered an FIR against the petitioner. Till now, the petitioners was attempting to persuade the respondent No. 3 to fulfill his promise to make payment towards remaining amount of purchase consideration and acquire remaining shares, however all such attempts went in vain. In fact, as on today, the petitioner is ready and willing to transfer such shares, subject to condition that the respondent No. 3 makes payment towards remaining amount of purchase consideration, along with applicable interest and compensation on account of delay in making payment which was necessary in the facts and circumstances of the case at relevant time of deal. 4. Learned counsel for the petitioner submits that two FIRs have been registered against the petitioner, one of which is FIR No. 585 of 2023 registered on 03.08.2023 at Police Station Raigarh City Kotwali (C.G.) for the offence punishable under Section 420 and 34 of Indian Penal Code, 1860 (for short, ‘IPC’), which was challenged by filing Cr.M.P. No.1920/2023 and this Court vide order dated 10.11.2023 allowed the said petition and quashed the said FIR No.0585/2023 registered at Police Station Kotwali, District Raigarh (C.G.) on the basis of amicable settlement arrived 7 at between the parties. It has been contended that in the present case also, parties have entered into a settlement and on that basis, they are seeking to quash the FIR registered vide Crime No.0585/2023 at Police Station Kotwali, District Raigarh for the offence punishable under Sections 419 and 420 of the IPC. 5. On the other hand, learned State counsel as well as learned counsel appearing for the respondent No.3 concurs the submissions advanced by learned counsel for the petitioner that the parties have entered into a settlement and on that basis, they are seeking to quash the FIR registered vide Crime No.0585/2023 at Police Station Kotwali, District Raigarh for the offence punishable under Sections 419 and 420 of the IPC. 6. We have heard learned counsel for the parties and perused the documents appended with these petitions. 7. Considering the matter in its entirety as well as further considering the submissions on behalf of the parties as also the fact that settlement took place between the parties, the ultimate result of the case is seemingly obvious and therefore allowing the trial to proceed further would be nothing but a futile exercise. Accordingly, we hereby quash the FIR dated 03.08.2023 registered vide Crime No.0585/2023 at Police Station Kotwali, District Raigarh for the offence punishable under Sections 419 and 420 of the IPC. It is made clear that all the subsequent 8 proceedings originated from the said FIR, shall also stand set aside. 8. Accordingly, the petition under Section 528 of the Bhartiya Nagarik Suraksha Sanhita, 2023 is allowed to the extent indicated hereinabove. Sd/- Sd/- (Ravindra Kumar Agrawal) (Ramesh Sinha) Judge Chief Justice Anu