Page No.# 1/28 GAHC020008392025 2026:GAU-NL:408 THE GAUHATI HIGH COURT (HIGH COURT OF ASSAM, NAGALAND, MIZORAM AND ARUNACHAL PRADESH) KOHIMA BENCH Case No. : Crl. Pet./43/2025 SHRI MILAN A SHAH @ MILAN AJIT KUMAR SHAH SON OF SRI AJIT KUMARE SHAH, R/O 6/1 SARAT BOSE BOSE ROAD, GEETANJALI APTS, 5A, KOLKATA, PIN-70020, WEST BENGAL VERSUS STATE OF NAGALAND AND ANR KOHIMA NAGALAND 2:SHRI KUHOI SUMI S/O VIBUTE SUMI R/O THAHEKHU VILLAGE BLOCK VII DIMAPUR NAGALAND-79711 Advocate for the Petitioner : D DAS SR. ADV., LUCY WEO,M SOLO,K MOHAMMED Advocate for the Respondent : P.P, NAGALAND, -BEFORE- HON’BLE MR. JUSTICE PRANJAL DAS Advocate for the petitioner : Mr. Mr. D. Das, Sr. Adv. : Mr. I. Das, Adv. : Mr. M. Solo, Adv. Advocate for the respondent no. 1 : Mr. Veto V. Zhimomi, PP Advocate for the respondent No. 2 : Mr. A. Zhimomi, Adv. : Ms. Esther, Adv MEININ GLUNG LIU GONM EI Digitally signed by MEININGLUN GLIU GONMEI Date: 2026.07.27 13:03:49 +05'30' Page No.# 2/28 Date on which judgment is reserved : 16.06.2026 Date of pronouncement of judgment : 24.07.2026 Whether the pronouncement is of the operative part of the judgment ? : N/A Whether the full judgment has been pronounced? : Yes JUDGMENT & ORDER (CAV) Heard Mr. D. Das, learned Senior counsel assisted by Mr. I. Das, learned counsel and Mr. M. Solo, learned counsel for the petitioner. Also heard Mr. Veto V. Zhimomi, learned PP for the State respondent no. 1 and Mr. A. Zhimomi, learned counsel along with Ms. Esther, learned counsel for the respondent no. 2. 2. The petitioner, namely, Milan A Shah @ Milan, has invoked the jurisdiction of this court under Section 528 BNSS, (earlier Section 482 CrPC) seeking quashing of Dimapur Sub-Urban P.S. Case No. 56/2025 under Section 409/420/120B IPC. The said case was registered based on an FIR lodged by the Respondent No. 2, Kuhoi Sumi, as informant. It appears from the scanned copy of the case diary which has been procured, that the initial complaint was made before the police by the informant on 07-01-2023 whereupon GDE No. 10/2023 was made dated 07-01-2023 and the statement of the complainant was recorded. 3. Subsequently, as reflected in the endorsement in the case diary dated 12-01-2023, investigation was kept in abeyance on the request of the informant, on the ground that the accused persons were trying to settle the matter. Subsequently, on 18-08-2025, the Page No.# 3/28 informant is stated to have submitted a reminder application, which is reflected in the endorsement dated 18-08-2025 of the case diary. In the said reminder application, the informant requested for investigation into the complaint lodged in January 2023. Thereupon, the aforesaid Dimapur Sub-Urban PS Case No. 56/2025 was registered on 11-10-2025 under section 409/420/120 (B) IPC. 4. The said FIR dated 07.01.2023 is being reproduced herein below:- “To, The Officer in Charge, Sub Urban PS, Dimapur, Nagaland. Sir, I take this opportunity to lodge this complaint against the following persons who have hatched a criminal conspiracy amongst themselves and in furtherance of such conspiracy they have cheated me the sum of Rs.5.00 Crores, thereby causing wrongful loss to me and wrongful gain to themselves. The accused persons are as under: 1. Anil Bhutoria, S/o Lt. M.M. Bhutoria, R/o No.10 Pretoria Street, Kolkata- 700071. Ph: 9830020314. 2. Milan A Shah, S/o Ajit Shantilal Shah, R/o Geetanjali Building, Flat No.5/A, 6/1 Sarat Bose Rao, Kolkata 700020. Ph: 9830042251. 3. Sandip Bhutoria, S/o Bachhraj Bhutoria, R/o BD-480 Sector-1, Salt Late, Kolkata 700064. Ph: 9830039112. The aforesaid accused persons are the owners/controllers of a Company, namely, M/s ABCON Properties Pvt. Ltd. having a place of business at 4th Floor, Flat No.22, 105 Park Street, Kolkata-700016. On 10.12.2010 Sh. Arun Bhutoria (now deceased) was introduced to me by Sh. Pradeep Agarwal, S/o Late Sh. R.R. Agarwal, R/o K- 640 W 12 B Lane, Sainik Farms, New Delhi-110062, who has been known to me for many years. The meeting was held at Thahekhu village, Dimapur, Nagaland which is under the jurisdiction of your PS. Sh. Arun Bhutoria (deceased) represented to me, which representation subsequently transpired to be false and dishonest, that their business was in very good financial health, but that he required a long-term cash accommodation in the form of a loan in goodwill and promised to pay a profit of 30% on the loan amount. Page No.# 4/28 At the relevant time, he malafidely suppressed the true financial health of his companies and sought a long-term loan of Rs. 5.00 Crores only for a period of 4 years. Relying upon such assurances, I, Kuhoi Sumi, the undersigned, handed over a sum of Rs 1.00 Crores only, in cash, on the same day, and I agreed to give a further sum of Rs 4.00 Crores on 17.12.2010. Subsequently, in furtherance of my earlier assurance, on 10.12.2010, a sum of Rs. 4.00 Crores in cash was given on 17.12.2010 by me to Sh. Arun Bhutoria in his office at 105 Park Street, Kolkata-700016, in the presence of Sh. Pradeep Agarwal and three other directors of ABCON Properties Pvt. Ltd., namely Accused Nos 1, 2 and 3 respectively, who also assured and promised to repay the same to me in 4 years. Receipt of money is annexed herewith. In or around September 2015, I requested the accused to account for and return the sum of Rs.5.00 Crores, along with profit, and also immediately sought the intervention of Sh. Pradeep Agarwal. After weeks of persuasion and requests the accused persons sought time to clear their liability, citing reasons that the father of Accused No.1 has recently expired and they thus requested for some time. In or around December 2016, I again requested the accused persons to return the loan to me along with profit and once again sought the intervention of Sh. Pradeep Agarwal. The accused persons collectively assured me that the Company project has been sanctioned and that by 2020-21, the project would be completed. Further, all dues would be cleared after that. A copy of the Sanction Plan is annexed herewith. In mid-2022, I once again approached the accused persons for repayment of the loan amount along with profit. The accused persons kept delaying the matter with one excuse or another, and by December 2022, it became apparent to me that the accused persons had no intention of repaying the sums due to me. I am aware that these accused persons have defrauded many other persons in this manner. They are a threat to society and commerce. A thorough investigation is thus required to unearth the nature and extent of the criminal conspiracy hatched by them. I am a private citizen and I have no resources to gather the necessary evidence to prosecute the accused persons. Meanwhile, their interrogation is promptly required to quash the modus operandi of their illegal activities. The false and dishonest inducements were made at Thahekhu village, Dimapur, Nagaland, which is situated under the area of your police station, and therefore, I request you to kindly treat this as a First Information Report and investigate the offences. Yours sincerely, Page No.# 5/28 (Kuhoi Sumi) Thahekhu Block VII, Dimapur, Nagaland.” 5. The petitioner herein, namely, Milan A Shah @ Milan, is stated to be a businessman engaged in the business of providing consulting service to IT and Logistic Firms through their firm Ancile Services Pvt. Ltd., registered under the Companies Act, 2013, and that he is one of the Directors of the said company. 6. Apart from the quashing petition, the petitioner has filed an additional affidavit and also a reply affidavit to the respondent’s objection. 7. It is contended by the petitioner that the allegations in the complaint made by the informant are baseless and concocted and made solely to harass the petitioner. It is stated that the petitioner was appointed on 24-11-2010 as Director of ABCON Properties Private Limited for a specific project and after the same was over, he resigned from the company on 22-06-2023. In this context, it is further stated that during this period, he did not know about any monetary transaction of Rs. 5 crores between late Arun Bhutoria and the informant. 8. It is contended by the petitioner that after the death of Arun Bhutoria, the informant lodged the complaint to exert revenge upon his family members and that the entire dispute appears to be between the Bhutoria family and Pradeep Agarwal. It is also stated that it is surprising as to how Pradeep Agarwal has not been arrested till date. The petitioner contends that the money receipt Page No.# 6/28 dated 17-12-2010 was issued by late Arun Bhutoria and the same appears to have been issued in his private capacity and the signature of the petitioner or other accused persons do not appear thereon. It is stated that on 10-12-2010, when the initial transaction of Rs. 1 crore purportedly took place and subsequent transaction on 17-12-2010, the said Arun Bhutoria was not even a Director of the company as he had resigned on 24-11-2020. It is contended by the petitioner that the said money receipt appears to be forged. 9. It is contended by the petitioner that even if the allegations made in the complaint are prima facie taken as true and correct, even then no case is made out against the petitioner under the penal provisions pertaining to criminal breach of trust and cheating. It is contended by the petitioner that the informant has sought to convert a civil dispute into a criminal case, falsely roping in the petitioner. 10. In the additional affidavit filed by the petitioner, it is stated in paragraph 2 that on 10-12-2025, while issuing notice, this Court had granted interim relief to the petitioner by directing the investigating officer not to take any coercive action against him. It is contended that the petitioner has rendered his cooperation to the investigation despite his reservations about the complaint and that the investigating officer recorded his statement on 28-01-2026. 11. In the affidavit-in-reply filed by the petitioner, it is stated in paragraph 5 that in the purported money receipt issued in the letter Page No.# 7/28 pad of Arun Bhutoria, the name or signature of the petitioner does not appear and the petitioner reiterates that at that time, the said Arun Bhutoria was not even a Director of the company. 12. It is contended by the petitioner that he is not aware of any transactions as alleged by the informant. The petitioner refers to the settled position of law that there is a distinction between simple investment of money and entrustment of property and that a mere breach of promise or agreement or contract would not constitute offence of criminal breach of trust. It is also contended that the ingredients of cheating are also not available. The petitioner contends that he had never heard of or met the informant prior to lodging of the instant FIR. It is contended that the informant has not produced any documents to show that the company had authorized Arun Bhutoria to enter into business agreement with the informant. 13. The Respondent No.2 informant, submitted an objection and the petitioner filed an affidavit-in-reply dated 04-05-2026 to the same, as already mentioned. 14. Mr. Das, learned Senior counsel makes inter-alia the following submissions:- 14.1. There are no materials against the petitioner justifying any investigation and that he should not have been arrayed as an accused at all. 14.2. There is no deception in Kolkata where the petitioner was involved and that there was no element of cheating made Page No.# 8/28 out against the petitioner. 14.3. There is no entrustment of money to the petitioner and no initial deception required to make out the offence of cheating. 14.4. If the project has been completed, then there can be no question of cheating of the informant. 14.5. The petitioner was not a fly-by-night operator and he was a genuine investor in the project. 14.6. It is questionable as to why Pradeep Agarwal has not been made an accused. 14.7. There is no resolution of the company regarding undertaking of the project and that the same fortifies the contention about non-involvement of the petitioner in alleged offences. 14.8. There is no explanation regarding the aspect of delay. 14.9. The person named Arun Bhutoria would actually be liable in personal capacity, if at all. 14.10. At that relevant time, he had resigned as a Director. 14.11. It is wrong to say on the part of the other side that the petitioner had suppressed any facts. 14.12. The said Arun Bhutoria had died in 2011 itself and upon coming to Dimapur, the petitioner was introduced to the informant by the said Pradeep Agarwal. 14.13. The petitioner was not at all in the picture regarding the alleged offences and therefore, it was unfair to array him as an accused at all. 14.14. There is no entrustment to the petitioner and the ingredients Page No.# 9/28 of criminal breach of trust would not come, and as there is no initial deception, therefore the elements of cheating would also not come. 14.15. The complaint has been filed after delay of several years, which has not been explained. 14.16. In support of his contentions, the learned Senior counsel appearing for the petitioner cites the following decisions:- (i) Satishchandra Ratanlal Shah Vs. State of Gujarat and Anr reported in (2019) 9 SCC 148; (ii) Saumil Dilip Mehta Vs. State of Maharashtra and Ors reported in (2004) 138 STC 258; (iii) Delhi Race Club (1940) Limited and Ors Vs. State of Uttar Pradesh and Anr reported in (2024) 10 SCC 690; (iv) Arshad Neyaz Khan Vs. State of Jharkhand and Anr reported in 2025 SCC OnLine SC 2058; (v) N.G.Dev vs. State NCT of Delhi and Ors, Crl.M.C. 1236/2017; (vi) A.M.Mohan Vs. State represented by Sho and Anr reported in (2024) 12 SCC 181; (vii) Satishchandra Ratanlal Shah Vs. State of Gujarat and Anr reported in (2019) 9 SCC 148; (viii) Vesa Holdings Pvt. Ltd and Anr Vs. State of Kerala and Ors reported in (2015) 8 SCC 293; (ix) S. K. Alagh Vs. State of Uttar Pradesh and Ors reported in (2008) 5 SCC 662; (x) Sanjay Dutt and Ors Vs. State of Haryana and Anr reported in 2025 SCC OnLine SC 32; (xi) V. Ganesan Vs. State Rep by the Sub Inspector of Police and Anr reported in 2026 SCC OnLine SC 444; (xii) Mahmood Ali and Ors Vs. State of Uttar Pradesh and Ors Page No.# 10/28 reported in (2023) 15 SCC 488; (xiii) Sharad Kumar Sanghi Vs. Sangita Rane reported in (2015) 12 SCC 781. 15. On the other hand, Mr. V. Zhimomi, the Learned Public Prosecutor appearing for the State makes the following submissions:- 15.1. There were sufficient grounds for initiating the investigation and that at this stage, the involvement of the petitioner would be a matter of investigation. 15.2. It is not a fit case for quashing when the investigation is still in progress. 16. The respondent no. 2/informant has contended that due to his relationship with Pradeep Agarwal, the said Arun Bhutoria came to meet him in the village near Dimapur and sought for investments in the project on behalf of Abcon Properties Pvt. Ltd. He has contended on that on 17.12.2010, the informant along with Pradeep Agarwal visited the office of Abcon Properties in Kolkata, where, he interacted with the FIR named accused persons, including the petitioner and all of them held themselves out to be directors of the said company and that they assured the informant that the investment in the project would be profitable and without risks. The informant has contended that on that day, i.e. on 17.12.2010, he paid an amount of Rs. 4 Crores and Arun Kumar Bhutoria signed a receipt on his letter pad and affixed his signature. 17. The informant reiterated that on 17.12.2010, when he went to the office of M/s Abcon Properties in Kolkata and handed over the Page No.# 11/28 sum of Rs. 4 Crores, Arun Bhutoria, Anil Bhutoria, Sandeep Bhutoria and Milan A Shah were present and all of them were vocal in their assurances that the investment of the informant would be returned with assured profit. 18. It is contended that subsequently, no information was forthcoming on his investments and returns and thereafter, he heard that Arun Bhutoria had expired on 08.10.2011. In the said situation, the informant did not press for a resolution of the problem as contended by him. 19. The informant further contended that in December 2016, he followed up the matter through Pradeep Agarwal and thereupon the FIR named persons including the petitioner assured Pradeep Agarwal that the project had been sanctioned by the municipal authority and would be completed by 2020-2021 and they would be in a position to repay the investment of the informant. 20. The informant had contended that the receipt dated 17.12.2010 was executed on the assurance of not only Arun Bhutoria but in the presence of and on the assurances of the FIR named accused persons, including the petitioner. He contended that the so called resignation of Arun Bhutoria from Abcon properties was filed only on 21.12.2010. 21. The informant has contended that the petitioner and his partners formed an association of persons to an agreement dated 24.01.2016, which comprised of nine private limited companies including Abcon properties and the association of persons was called Kshetrum Estate and they were to execute projects on plots for Page No.# 12/28 construction of buildings. 22. It is stated by the informant that the petitioner was a director in Abcon properties until his resignation on 22.06.2023 and that he was one of the directors and that Abcon properties was one of the companies involved in the project known as Kshetrum Estate. It is contended by the informant that the petitioner has made the statement about resignation from the company to distance himself from the transactions with the informant. It is contended by the informant that subsequently, the projects were near completion and Pradeep Agarwal even personally inspected the same and upon being assured that the project was nearing completion, the informant was hopeful that an investment of his would be returned soon. 23. It is contended that from these days, it was found that the FIR named accused persons were reluctant to meet Pradeep Agarwal as the project was nearing completion. The petitioner has contended that that the accused persons have even sold units from the project and made profits, but they have not returned his investment and have defrauded him. 24. It is contended by the informant that even after the purported resignation of the petitioner from Abcon properties, he is continuing as director in six other companies which are part of the project of Kshetrum Estate and that the Kshetrum Estate is the executor of the project. It is contended that these facts have not been properly projected before the Court. 25. It is contended by the informant that the collective assurances Page No.# 13/28 of the accused persons and Arun Bhutoria, induced him to invest the sum and the project was named as Kshetrum Estate, but the subsequent conduct and action of the FIR named accused persons amounted to criminal conduct of cheating and misappropriation. 26. Mr. A. Zhimomi, the learned counsel for the informant/ respondent No. 2, makes the following submissions:- 26.1. The petitioner is involved in multiple companies and that he has resorted to suppression of facts, due to which the criminal petition should be thrown out. 26.2. The allegation in the FIR is corroborated by the statement of Jai Chajer. 26.3. Transaction has taken place through the said Pradeep Agarwal. 26.4. Receipts were not signed by multiple Directors. 26.5. The petitioner was involved in the company when the deception against the informant started. 26.6. The evidence regarding breach of trust and cheating can only be unearthed through investigation. 26.7. Cheating and criminal breach of trust being mutually exclusive does not mean that allegations cannot be made in the FIR. 26.8. The learned counsel for the informant/respondent No. 2 cites the following decisions:- (i) A.M. Mohan Vs. State represented by Sho and Anr reported in (2024) 12 SCC 181, (ii) Manoj Vs. State of U.P. and Anr, Application U/s 528 BNSS No. 36218 of 2025, (iii) Bhim Sain Arora & Ors Vs. State, Crl.M.C. No. 1186 of 2023 & Page No.# 14/28 Crl.M.A. No. 4551 of 2023. 27. I have perused the pleadings on record, including the annexed documents; the relevant portions of the scanned case diary placed by the Prosecution; and other relevant materials. I have considered the submissions of the learned counsels on both the sides and perused the decisions cited at the Bar. 28. The powers of this Court under section 528 BNSS (earlier Section 482 CrPC), to quash an FIR or criminal investigation is well settled. In the cardinal decision of the State of Haryana vs. Bhajan Lal reported in1992 Supp (1) SCC 335, the Hon’ble Apex Court in para 102 enunciated the law in detail as to the circumstances in which inherent powers can be invoked for quashing of criminal proceedings, including quashing of FIR. The principal ground indicated therein for quashing an FIR is when - the allegations in the FIR, even if taken on their face value and accepted in their entirety, do not prima facie make out any offence or a case against the accused. 29. One of the leading decisions of the Hon’ble Apex Court on the subject of quashing of FIR is Neeharika Infrastructure (P) Ltd. v. State of Maharashtra reported in(2021) 19 SCC 401. In the said decision, the Hon’ble Apex Court in para 10.3 delved into the aspect of the exercise of inherent powers to quash the FIR. The said para 10.3 also extracted para 102 (1) of Bhajan Lal, (supra), containing the fundamental principles of law regarding quashing of criminal proceedings. The aforementioned para 10.3 of Neeharika Infrastructure (supra) may be reproduced herein below:- Page No.# 15/28 “10.3. Then comes the celebrated decision of this Court in Bhajan Lal [State of Haryana v. Bhajan Lal, 1992 Supp (1) SCC 335 : 1992 SCC (Cri) 426] . In the said decision, this Court considered in detail the scope of the High Court powers under Section 482 CrPC and/or Article 226 of the Constitution of India to quash the FIR and referred to several judicial precedents and held that the High Court should not embark upon an inquiry into the merits and demerits of the allegations and quash the proceedings without allowing the investigating agency to complete its task. At the same time, this Court identified the following cases in which FIR/complaint can be quashed: “102. (1) Where the allegations made in the first information report or the complaint, even if they are taken at their face value and accepted in their entirety do not prima facie constitute any offence or make out a case against the accused. (2) Where the allegations in the first information report and other materials, if any, accompanying the FIR do not disclose a cognizable offence, justifying an investigation by police officers under Section 156(1) of the Code except under an order of a Magistrate within the purview of Section 155(2) of the Code. (3) Where the uncontroverted allegations made in the FIR or complaint and the evidence collected in support of the same do not disclose the commission of any offence and make out a case against the accused. (4) Where the allegations in the FIR do not constitute a cognizable offence but constitute only a non-cognizable offence, no investigation is permitted by a police officer without an order of a Magistrate as contemplated under Section 155(2) of the Code. (5) Where the allegations made in the FIR or complaint are so absurd and inherently improbable on the basis of which no prudent person can ever reach a just conclusion that there is sufficient ground for proceeding against the accused. Page No.# 16/28 (6) Where there is an express legal bar engrafted in any of the provisions of the Code or the Act concerned (under which a criminal proceeding is instituted) to the institution and continuance of the proceedings and/or where there is a specific provision in the Code or the Act concerned, providing efficacious redress for the grievance of the aggrieved party. (7) Where a criminal proceeding is manifestly attended with mala fides and/or where the proceeding is maliciously instituted with an ulterior motive for wreaking vengeance on the accused and with a view to spite him due to private and personal grudge.” 30. After discussing various decisions of the Hon’ble Supreme Court apart from Bhajan Lal (supra), the Hon’ble Apex Court summarised the principles regarding quashing of FIR in para 13 of the Neeharika Infrastructure (supra), which can be gainfully reproduced herein below:- “13. From the aforesaid decisions of this Court, right from the decision of the Privy Council in Khwaja Nazir Ahmad [King Emperor v. Khwaja Nazir Ahmad, 1944 SCC OnLine PC 29 : (1943-44) 71 IA 203 : AIR 1945 PC 18], the following principles of law emerge: 13.1. Police has the statutory right and duty under the relevant provisions of the Code of Criminal Procedure contained in Chapter XIV of the Code to investigate into cognizable offences. 13.2. Courts would not thwart any investigation into the cognizable offences. 13.3. However, in cases where no cognizable offence or offence of any kind is disclosed in the first information report the Court will not permit an investigation to go on. 13.4. The power of quashing should be exercised sparingly with circumspection, in the “rarest of rare cases”. (The rarest of rare cases standard in its application for quashing under Section 482CrPC is not to Page No.# 17/28 be confused with the norm which has been formulated in the context of the death penalty, as explained previously by this Court.) 13.5. While examining an FIR/complaint, quashing of which is sought, the Court cannot embark upon an enquiry as to the reliability or genuineness or otherwise of the allegations made in the FIR/complaint. 13.6. Criminal proceedings ought not to be scuttled at the initial stage. 13.7. Quashing of a complaint/FIR should be an exception and a rarity than an ordinary rule. 13.8. Ordinarily, the courts are barred from usurping the jurisdiction of the police, since the two organs of the State operate in two specific spheres of activities. The inherent power of the court is, however, recognised to secure the ends of justice or prevent the above of the process by Section 482 CrPC. 13.9. The functions of the judiciary and the police are complementary, not overlapping. 13.10. Save in exceptional cases where non-interference would result in miscarriage of justice, the Court and the judicial process should not interfere at the stage of investigation of offences. 13.11. Extraordinary and inherent powers of the Court do not confer an arbitrary jurisdiction on the Court to act according to its whims or caprice. 13.12. The first information report is not an encyclopaedia which must disclose all facts and details relating to the offence reported. Therefore, when the investigation by the police is in progress, the court should not go into the merits of the allegations in the FIR. Police must be permitted to complete the investigation. It would be premature to pronounce the conclusion based on hazy facts that the complaint/FIR does not deserve to be investigated or that it amounts to abuse of process of law. During or after investigation, if the investigating officer finds that there is no substance in the application made by the complainant, the investigating officer may file an appropriate Page No.# 18/28 report/summary before the learned Magistrate which may be considered by the learned Magistrate in accordance with the known procedure. 13.13. The power under Section 482CrPC is very wide, but conferment of wide power requires the Court to be cautious. It casts an onerous and more diligent duty on the Court. 13.14. However, at the same time, the Court, if it thinks fit, regard being had to the parameters of quashing and the self-restraint imposed by law, more particularly the parameters laid down by this Court in R.P. Kapur [R.P. Kapur v. State of Punjab, 1960 SCC OnLine SC 21 : AIR 1960 SC 866] and Bhajan Lal [State of Haryana v. Bhajan Lal, 1992 Supp (1) SCC 335 : 1992 SCC (Cri) 426], has the jurisdiction to quash the FIR/complaint. 13.15. When a prayer for quashing the FIR is made by the alleged accused, the Court when it exercises the power under Section 482CrPC, only has to consider whether or not the allegations in the FIR disclose the commission of a cognizable offence and is not required to consider on merits whether the allegations make out a cognizable offence or not and the court has to permit the investigating agency/police to investigate the allegations in the FIR.” 31. On the touchstone of the aforesaid principles, now the factual matrix of the instant case has to be examined to determine as to whether inherent powers should be invoked to quash the FIR/criminal investigation as prayed for by the petitioner side and as objected to by the prosecution and the informant. 32. The present petitioner has been arrayed as accused No. 2 in the Complaint/ FIR lodged by the respondent No. 2 as informant. Upon perusing the said FIR, one finds that the primary allegations are that one Arun Bhutoria (since deceased), who was Page No.# 19/28 introduced to him by Pradeep Agarwal known to the informant -induced him to invest some money in the company M/s Abcon Properties Pvt. Ltd. based at Kolkata and eventually, due to the said offer/persuasion, the informant invested in two instalments, a total amount of Rs. 5 crores in the said concern. Needless to say that investment of such a huge amount of money, that too in cash, raises its own questions and could be a matter of separate investigation by tax or other law enforcement agencies. Nevertheless, herein, this court is concerned with the aspect of as to whether there is merit in the prayer of the petitioner for quashing of the FIR narrated above. 33. In the FIR, the informant has alleged that after investing the said money which was supposed to have been returned to him with 30% profit, the assurance given to him was not met and then he started to persuade the accused persons to return the money. But despite repeated efforts, he did not succeed in securing the money or the profit and eventually filed the instant complaint. It is alleged by the informant that the accused persons defrauded him, made dishonest inducements and has indicated in the complaint that the accused persons thereby cheated him. 34. The informant has named 3 (three) persons in the FIR, including the petitioner - being Anil Bhutoria, Milan A Shah and Sandeep Bhutoria. He has alleged criminal conspiracy amongst the accused persons named in the FIR to cheat him of the sum of Rs. 5 crores, thereby causing wrongful loss to him and wrongful gain to themselves. Thus, I find that in the FIR, the informant has stated that he paid Rs. 1 crore in cash on 10-12-2010 to Arun Bhutoria Page No.# 20/28 (since deceased) at Dimapur and subsequently, Rs. 4 crores in cash was given on 17-12-2010 by him to late Arun Bhutoria at Kolkata in the presence of Pradeep Agrawal and the three named accused persons in the FIR. The informant mentioned the three accused persons as Directors of the concerned M/s Abcon Properties Pvt. Ltd. and further stated that they assured to repay the amount in four years. 35. Thus, upon carefully perusing the FIR, it is found that - three accused persons including the petitioner have been named as accused; they have been mentioned as Directors of M/s Abcon Properties Pvt. Ltd. ; criminal conspiracy to cheat the informant has been attributed to them; the amount of Rs. 4 crores is alleged to have been paid in the office of late Arun Bhutoria in the presence of the FIR named accused persons and the said Pradeep Agarwal; the FIR named persons and the others were stated to have assured the informant to repay the amount in four years. 36. The further allegations are that, upon request by the informant, the accused persons sought time and that they collectively assured him that the company project has been sanctioned and the project would be completed in 2021. Thus, it is found that these allegations have also been made collectively against all the three accused persons. The further allegation of the accused that - in continuously delaying the matter with one excuse or the other and the allegation in this context that it became clear to the informant that the accused persons had no intention of repaying the sum - has also been made collectively against all the accused persons. 37. Amongst the penal provisions given are also criminal breach of Page No.# 21/28 trust, cheating, along with conspiracy. It is well settled by the decision in Delhi Race Club (supra), that a person cannot be convicted for cheating and criminal breach of trust simultaneously. The logic is understandable as because in cheating, the initial transfer of property itself is illegal, while in breach of trust, the initial transfer is legal which subsequently becomes illegal. In the instant case, though both the penal provisions have been given for the purpose of investigation, the same may not be fatal as only after investigation, the IO could be in a position to say as to whether the materials support, if at all, the offense of criminal breach of trust or cheating. The Trial court can also frame alternative charges of cheating or criminal breach of trust, but it would not be permissible to frame both the charges together. Finally, there can be no question of convicting a person after trial for both cheating and criminal breach of trust, as that would be inherently contradictory and legally incompatible. Therefore, at this stage, the aforesaid decision relied upon by the petitioner side would not come to the assistance of the petitioner. 38. One of the contentions of the petitioner is that prior to this transaction, he had resigned from the concerned company and therefore, he cannot be made liable. However, in the instant case, the allegations made against the petitioner are not really in his capacity as a Directorof the company; in the sense that a company Director can be prosecuted for offences committed by a Company. For example, for an offense under the Negotiable Instrument Act against a company for the offense of cheque- Page No.# 22/28 bouncing. Rather, the accused persons, including the petitioner, have been implicated by the informant in the FIR as being involved in conspiring to cheat him. 39. In the context of the principles regarding quashing of FIR laid down in Bhajan Lal, (supra) and elaborated in considerable detail in Neeharika Infrastructure (supra), it is not surprising that the threshold for quashing of an FIR is rather high. At the stage of investigation, the High Court in exercise of inherent powers should not ordinarily enter into the domain of quashing an FIR. The basic principle has been laid down in Bhajan Lal, (supra) that if the allegations in the FIR accepted as a whole also does not make out an offense, then it would be justified not to allow the investigation to proceed. The parameters laid down in Neeharika Infrastructure (supra), in para 13 have already been enumerated. Thus, an FIR can be quashed – if even after accepting the allegations in the complaint/ FIR, no offense of any kind or cognizable offense is made up. It has also been held that the court should not embark on ascertaining the genuineness of the allegations or its merits. The decision in Neeharika Infrastructure (supra), also notices the well- settled position of law that the First Information Report (FIR) is not an encyclopedia to contain all the details. Though the various principles have been elaborated in para 13, but the fundamental principle for quashing an FIR still remains what was held in Bhajan Lal, (supra) that the allegations, even after acceptance on face value, do not make out an offense. 40. It is not difficult to understand as to why the quashing of an Page No.# 23/28 FIR and police investigation is considered to be a serious matter and threshold for the same has been held to be high by the Hon’ble Apex Court. Needless to say that investigation is a dynamic and emerging situation and at a given point of time, it is difficult for even the Investigating Officer, not to talk of the Court, to say as to what materials or factual situation might emerge in the future as the investigation progresses. 41. In the case of V. Ganesan (supra), the complainant had invested money in a movie project on expectation of good returns but the movie could not generate profits and returns could not be provided. The Hon’ble Apex Court disagreed with the finding of the High Court that there was dishonest inducement to cheat from the inception on the part of the accused. In the instant case, the informant has alleged conspiracy to defraud him and despite repeated requests, not only the assured returns but even the principal amount was stated to be not returned to him. In the instant case, the existence of conspiracy and dishonest inducement at the inception would be a matter of gathering evidence by police during investigation. Therefore, the aforesaid judgment does not come to the aid of the petitioner. 42. In the case of Mahmood Ali & Ors. (supra), the Hon’ble Apex Court held that when a complaint is lodged by way of a malafide act, then it might be well drafted with necessary ingredients and the Court might have to look beyond the complaint into the other circumstances as well. In the instant case, during the investigation, the person named Pradeep Agarwal, who was stated to be Page No.# 24/28 instrumental in connecting the informant with late Arun Bhutoria has also supported the allegations in his statement recorded during investigation. He has also stated about how circumstances made it clear that the accused persons had no intention of returning the money and thereby cheated the informant. 43. In Satishchandra Ratanlal Shah (supra), the Hon’ble Apex Court inter-alia discussed the distinction between mere breach of contract and cheating and also reiterated the caution against criminalizing civil disputes. There is no doubt about the wisdom behind the said propositions. In the instant case, however, in the face of clear allegations of conspiracy and cheating and defrauding of the informant, not allowing the police to investigate the said allegations appearing prima facie on the FIR would not be in compliance with the settled principles regarding quashing of FIR. 44. In Imran Pratapgadhi (supra), the Hon’ble Apex Court has stated in paragraph 47 that while exercising powers under 528 BNSS, an FIR can be quashed despite initial stage of investigation. This decision would not be of assistance to the petitioner, in view of the discussion in the preceding paragraphs. 45. In A.M. Mohan (supra), the well settled proposition was reiterated that to make out the offence of cheating, dishonest inducement is essential. In Sharad Kumar Sanghi (supra), one of the points for adjudication was the liability of the official of the company by way of vicarious liability. In that case, the allegation of offence was with regard to the company of which the Managing Director was also roped in. In the instant case, allegations are against the Page No.# 25/28 accused persons more in their individual capacities rather than an allegation of offences committed by the company. 46. In Vesa Holdings (supra), the settled proposition of law was noticed that every breach of contract would not give rise to an offence of cheating and cheating would be made out only when there is deception from the inception. As already discussed, considering the nature of the allegations, the aspect of initial deception is a subject of investigation and from the FIR it cannot be said that no deception from the beginning is made out whatsoever. 47. The decision in Saumil Dilip Mehta (supra) is also with regard to liability of director for any liability incurred by the company. The facts in the instant case are different as already discussed. The decision in Arshad Neyaz Khan (supra) also discussed inter alia the incompatibility between criminal breach of trust and cheating with regard to the same transaction after referring to the case of Delhi Race Club (supra). There is no doubt that a person cannot be convicted for both the offences simultaneously. In the instant case, in the face of the allegations made in the FIR, it cannot be said that there is no offence whatsoever under cheating or criminal breach of trust are made out. That would be a subject matter of investigation. 48. The decision in Sanjay Dutt (supra) also pertains inter alia to vicarious liability of the company director with regard to liability of the company. The said decision also does not come to the aid of the petitioner for reasons indicated earlier. The decision in S.K. Alagh (supra) proceeds in a different direction. In that case, drafts were drawn in the name of the company and it was held that even if the Page No.# 26/28 appellant was its managing director, he cannot be said to have committed an offence under section 406 IPC. As already stated in the instant case, the informant has made allegations against the accused persons, including the petitioner more in their individual capacities, rather than attributing any offence to the company. 49. In A. M. Mohan (supra), which was also relied upon by the informant, the Hon’ble Apex Court has referred to the leading decision of Indian Oil Corporation Vs. NEPC India Limited and Ors reported in 2006 (6) SCC 736, in which the Hon’ble Apex Court had held in para 12 (v) that – a given set of facts may make out a civil wrong or a criminal offence or both; that, a commercial transaction or a contractual dispute, apart from furnishing a cause of action may also involve a criminal offence; that, on the mere fact that the complaint relates to a commercial transaction or breach of contract, for which a civil remedy may also be available, that itself would not be a ground to quash the proceedings and that the real test is whether the complaint disclose a criminal offence or not. The said principle would be squarely applicable to the facts of the instant case, wherein, the ingredients of cheating or misappropriation or criminal breach of trust would be a subject of investigation and that, on the face of the FIR/complaint, it cannot be said per se, that the FIR/complaint does not made out any offence whatsoever. 50. Coming back to the factual matrix of the present case, and upon perusing the First Information Report (FIR) once again, it is revealed that allegations have been made against the petitioner as well, even though the informant has stated about paying the cash of Rs. 1 crore by way of first instalment to the deceased Arun Bhutoria. With regard to the purported subsequent transaction Page No.# 27/28 involving payment of the second instalment of Rs. 4 crores, he has clearly alleged about the said being made in the presence of all the three FIR - named accused persons, including the present petitioner. These accused persons are alleged to have assured to return the money. 51. Thus, from the FIR, the task before the Investigating Officer would be to find out as to whether there is evidence and materials to show involvement of any or more of the FIR-named accused persons in criminal conspiracy to cheat the informant and/or misappropriate his money, and as to whether in furtherance of such conspiracy, any of them cheated the informant and/or misappropriated his money. 52. On the touchstone of the principles laid down in Bhajan Lal, (supra) and Neeharika Infrastructure (supra), this Court is of the considered opinion that - it cannot be said that the allegations made in the First Information Report (FIR) taken in their entirety and accepted at face value do not make out any offence as alleged. Rather, from the FIR, it can be said that - as to whether the allegations make out the offence of criminal conspiracy, cheating and/or criminal misappropriation - would be dependent upon collection of materials/evidence pursuant to investigation. 53. Thus, in the instant case - the First Information Report dated 07.01.2023, lodged by the informant, and registered on 11.10.2025 into Dimapur Sub-Urban P.S. Case No. 56/2025 under Section 409/420/120 (B) IPC - does not pass the test for quashing of an FIR laid down in Bhajan Lal (supra) and Neeharika Infrastructure Page No.# 28/28 (supra). Hence, I come to the considered finding that the FIR in question in the instant case and the Dimapur Sub-Urban P.S. Case No. 56/2025 under Section 409/420/120 (B) IPC cannot be quashed in exercise of inherent powers under section 528 BNSS. 54. Consequently, the criminal petition stands dismissed. 55. During the proceedings, this Court, vide order dated 10.12.2025, granted interim protection to the petitioner by way of directing the Investigating Officer not to take coercive action against him in connection with this case. In the context of dismissal of the instant criminal petition, the petitioner is at liberty to invoke the appropriate forum for anticipatory bail under section 482 BNSS, within a period of 1 (one) month from the date of this order, i.e., on or before, 24-08-2026. In this context, it is directed that till then, the petitioner shall not be subjected to any coercive action in connection with this case. The interim order passed in this case stands modified to that extent, upon dismissal of the petition. However, the petitioner shall render full cooperation to the remaining investigation of the case. 56. The instant criminal petition stands disposed of on the aforesaid terms. JUDGE Comparing Assistant