1 2025:CGHC:34219-DB NAFR HIGH COURT OF CHHATTISGARH AT BILASPUR CRMP No. 3448 of 2024 1 - Umesh Sharma (Deleted) as per Hon'ble Court order dated 08/05/2025 2 - Manoj Kumar Sharma S/o Umesh Sharma, aged about 41 years Managing Director and Directors respectively of Vikas Metaliks and Energy Ltd., R/o Second Floor Modern Complex Motibag Chowk, Raipur, Tehsil and District- Raipur, Chhattisgarh. 3 - Laxmi Devi Sharma W/o Umesh Sharma, aged about 64 years Managing Director and Directors respectively of Vikas Metaliks and Energy Ltd., R/o Second Floor Modern Complex Motibag Chowk, Raipur, Tehsil and District- Raipur, Chhattisgarh. ... Petitioner(s) versus 1 - State of Chhattisgarh, through Station House Officer (SHO), Police Station Tilda Neora District- Raipur, Chhattisgarh. 2 - Sandeep Kumar Agrawal S/o Lt. Shri Inderchand Agrawal, aged about 45 years R/o 49/04, Nehru Nagar, East Bhilai, Police Station Supela, District- Durg, Chhattisgarh. 3 - Sanjay Kumar Agrawal S/o Shri Inder Chand Agrawal, aged about 46 years Director Vimla Fuels and Metals Ltd. R/o Plot No. 73, Oslo Society Opposite Ambaji Temple, 04, Gandhi Dham Gujarat - GJ 370201 ... Respondent(s) ----------------------------------------------------------------------------------------------- For Petitioners : Mr. Abhishek Sinha, Senior Advocate assisted by Mr. Chetan Singh Chauhan Advocate. For Respondent No.1/State : Mr. Saumya Rai, Panel Lawyer Respondent No.3 : Mr. Shailesh Tiwari, Advocate appears through video-conferencing ----------------------------------------------------------------------------------------------- ROHIT KUMAR CHANDRA Digitally signed by ROHIT KUMAR CHANDRA 2 Hon'ble Mr. Ramesh Sinha, Chief Justice Hon'ble Mr. Bibhu Datta Guru , Judge Order on Board Per Ramesh Sinha, Chief Justice 18.07.2025 1. Heard Mr. Abhishek Sinha, learned Senior Advocate assisted by Mr. Chetan Singh Chauhan, learned counsel for the petitioners. Also heard Mr. Saumya Rai, learned Panel Lawyer, appearing for the State/respondent No.1 and Mr. Shailesh Tiwari, learned counsel, appearing for respondent No.3 through video- conferencing. 2. The present petition has been filed by the petitioners under Section 528 of the Bhartiya Nagarik Suraksha Sanhita, 2023 seeking following reliefs :- “A) That, this Hon'ble Court may kindly be pleased to call for the entire records of the case pertaining to FIR bearing No. 397/2024 dated 17.08.2024 (ANNEXURE P-1 herein) lodged at Police Station TILDA NEVRA, District Raipur (C.G.) under Sections 3(5), 316(5) & 318(4) of BNS, 2023 lodged against the Petitioners, for kind consideration of this Hon'ble Court, and/or; B) That, this Hon'ble Court may kindly be pleased to issue an appropriate order / direction quashing the FIR bearing No. 397/2024 dated 17.08.2024 (ANNEXURE P-1 herein) lodged at Police Station TILDA NEVRA, District Raipur, (C.G.), under Sections 3(5), 316(5) & 318(4) of BNS lodged against the Petitioners and such consequential proceedings / investigation emanating therefrom if any, and/or; 3 C) Any other relief, which the Hon'ble Court deems fit and proper looking to the facts and circumstances of the case, may also be granted, in favor of the petitioners, in the larger interest of Justice.” 3. On 02.01.2025, this Court has passed the following order :- “Heard Mr. Abhishek Sinha, learned Senior Advocate, assisted by Mr. Chetan Singh Chauhan, learned counsel for the petitioners. Also heard Mr. Malay Jain, learned Panel Lawyer, appearing for respondent No. 1/State. It has been argued by the learned Senior Advocate for the petitioners that the Company Vikas Metaliks and Energy Ltd. was established on 25.11.2004 with the petitioners as the Directors of the Company. Later, petitioner No. 1 and one Sanjay Kumar Agrawal entered into an investment agreement whereby the latter had to invest an amount to the tune of Rs. 29.48 crores by 31.07.2022 and they will be issued 68,57,000 shares (50% partnership) in the Company. However, breaching the terms of the agreement, Sanjay Kumar Agrawal infused only Rs. 14.92 crores within the stipulated time period duly following the procedure for allotment of shares and was issued equivalent amount of shares and was along with his brother Sandeep Agrawal inducted as the directors of the Company, however, for the remaining amount, Sanjay Kumar Agrawal failed. He also submits that after expiry of the deadline of the agreement, Sanjay Kumar Agrawal offhandedly deposited Rs. 15.92 crores in the current account of the Company as an Unsecured Loan and demanded shares equivalent to that amount. It is further submitted by the learned Senior Advocate for the petitioners that over such unscrupulous demand, Vikas Metaliks clarified that shares can only be allotted if the money is deposited in the Escrow account along with the share application form as was given in the first time, and the shares cannot be allotted for the amount deposited as Unsecured Loans without following the procedure for the allotment of shares as per the applicable 4 Companies Act and Rules. Further, the petitioners also made requests to the respondents to provide their DE- MAT account details which was required for share allotment, but no heed was paid to the request by the respondents. He submits that this was not taken well by Sanjay Kumar Agrawal & Company and they started misusing their position as the Director of the Company and started interfering in the affairs of the Company. Consequently, Vikas Metaliks had got Sandeep Agrawal removed as Director of the Company through board resolution. Learned Senior Advocate states that Sanjay Agrawal approached NCLT, Cuttack challenging the removal and also prayed for the allotment of shares to the amount deposited as Unsecured Loans. And thereafter, to further pressurize the petitioners, later they also lodged an FIR for over the issue of non- allotment of shares as an afterthought. The petitioners also, on various occasions, offered to repay the money of the respondent with interest, but they returned the money so transferred by the petitioners and insisted upon issuance of shares in breach of the terms of the agreement and against the applicable rules & procedures. Hence, the petitioners have approached this Court for quashment of the very FIR which was lodged over a commercial dispute of non-allotment of shares which is sub judice before NCLT, Cuttack. Learned Senior Advocate for the petitioners further contended that the petitioners have already been granted anticipatory bail by this Court vide order dated 11.09.2024 in MCRCA No. 1034 of 2024 & MCRCA No. 1036 of 2024. Issue notice to the respondents by ordinary as well as registered posts. Learned State counsel appears and accepts notice on behalf of respondent No. 1, therefore, issuance of notice to them, is dispensed with. Process fee be paid within a week only for respondent No. 2. Notice be made returnable in six weeks. Four weeks’ time is granted to the learned State counsel as well as respondent No. 2 to file their reply- 5 affidavit and thereafter, two weeks’ time is granted to the learned counsel for the petitioners to file rejoinder- affidavit. List this matter thereafter. 4. Vide order dated 08.05.2025, I.A. No. 04/2025, application for impleading Sanjay Kumar Agrawal as respondent No.3 at whose instance the FIR (Annexure P-1) has been lodged by his brother (respondent No.2/complainant) has been allowed and accordingly, Sanjay Kumar Agrawal was impleaded as respondent No.3. 5. Mr. Abhishek Sinha, learned Senior Advocate, assisted by Mr.Chetan Singh Chauhan, learned counsel for the petitioners submitted that the parties have amicably settled their disputes outside the Court and a copy of Settlement Agreement has been filed by the petitioners on 07.05.2025 along with application for taking additional documents on record. He further submitted that original copy of the said settlement agreement has been filed by the respondent No.3 along with covering memo dated 17.05.2025. 6. Mr. Shailesh Tiwari, learned counsel, appearing for the respondent No.3 admitted the said fact that they have amicably settled their disputes outside the Court out of their own free will and consent without any pressure, force or coercion through anyone and they shall not pursue any consequential proceedings/ investigation emanating from impugned FIR lodged against the petitioners and further that they have also filed an application for withdrawal of the Company Petition No. 21/2024 before the Hon’ble National Company Law Tribunal, Cuttack Bench at Cuttack. He also submitted that in this regard a Settlement 6 Agreement has also been executed between the parties on 24.03.2025. Certified copy of the Memorandum of Settlement has been filed along with covering memo dated 17.07.2025. 7. We have heard learned counsel for the parties and perused the materials available on record. 8. On a pointed query being made from Mr. Sailesh Tiwari, learned counsel, appearing for respondent No.3 through video- conferencing, as to whether he has any objection in quashing the impugned FIR, he submits that he do not have any objection. 9. Taking into consideration the aforesaid submissions advanced by learned counsel for the parties and on the basis of certified copy of the Memorandum of Settlement dated 24.03.2025, which has been filed along with covering memo dated 17.07.2025, the present petition is allowed. Impugned FIR bearing Crime No. 397/2024 dated 17.08.2024 (ANNEXURE P-1 herein) lodged at Police Station TILDA NEVRA, District Raipur, (C.G.), under Sections 3(5), 316(5) & 318(4) of BNS against the Petitioners is hereby quashed. Sd/- Sd/- (Bibhu Datta Guru) (Ramesh Sinha) Judge Chief Justice Chandra