[Cites 11, Cited by 0]
Bombay High Court
Shri Prakash Anandrao Raut vs The State Of Mah. Thr. Collector, Wardha ... on 22 December, 2025
Author: M. S. Jawalkar
Bench: M. S. Jawalkar
2025:BHC-NAG:15006-DB
1 apl-1100-25j.odt
IN THE HIGH COURT OF JUDICATURE AT BOMBAY
NAGPUR BENCH, NAGPUR
CRIMINAL APPLICATION (APL) NO. 1100 OF 2025
1. Sameer Abdulhusein Lalani,
Aged about 51 years, Occ. Business,
R/o. 04, Asiya Manor, 67/A, Perry Road,
Bandra (West), Mumbai- 400052.
`
2. Heena W/o. Sameer Lalani,
Aged about 47 years, Occ. Housewife,
R/o. 04, Asiya Manor, 67/A, Perry Road,
Bandra (West), Mumbai- 400052.
3. Alishaan S/o. Sameer Lalani,
Aged about 24 years, Occ. Business,
R/o. 04, Asiya Manor, 67/A, Perry Road,
Bandra (West), Mumbai- 400052. . . . APPLICANTS
// V E R S U S //
1. State of Maharashtra through
P. S. O. of Police Station, Kalamna,
Nagpur.
2. Sachin S/o. Rajesh Dawale,
Aged about 47 years, Occ. Service,
Address at 145, 146, Om Industries
India Private Ltd., Juna Pardi Naka,
Bhandara Road, Nagpur- 4400035.
Also at Om Industries India Private Ltd.,
Smruti Nagar, Koradi Road, Nagpur. . . NON-APPLICANTS
---------------------------------------------------------------------------------------------------
Shri Z. Z. Haq, Advocate for applicants.
Ms Sangeeta Jachak, APP for non-applicant no. 1/State.
Shri S. P. Dharmadhikari, Sr. Advocate a/w. Shri R. M. Daga, Advocate
for non-applicant no. 2.
---------------------------------------------------------------------------------------------------
CORAM :- SMT. M. S. JAWALKAR &
M. W. CHANDWANI, JJ.
2 apl-1100-25j.odt
RESERVED ON :- 20.11.2025
PRONOUNCED ON :- 22.12.2025
JUDGMENT (PER: M. W. CHANDWANI, J.):
-
Heard.
2. The application seeks exercise of inherent powers of this
Court under Section 528 of the Bhartiya Nagrik Suraksha Sanhita,
2023 for quashing the First Information Report (FIR) No. 555/2025
registered at Police Station Kalamna, Nagpur for the offence
punishable under Sections 420 and 406 r/w. 34 of the Indian Penal
Code (IPC).
3. Brief facts necessary to decide the application are as
under:-
The applicants are the Directors/Shareholders of Royal
Dry Fruits Private Ltd. (for short, "RDFPL"). On 09.07.2025, FIR came
to be registered at the instance of one Sachin Rajesh Dhawale, an
authorized representative of Om Industries India Private Ltd.
(hereinafter referred to as "the complainant company") a subsidiary
company of Haldiram Group of Companies (HGC) by Police Station
Kalamna, Nagpur against the applicants for the offences punishable
under Sections 420 and 406 r/w. Section 34 of IPC.
3 apl-1100-25j.odt
4. The FIR depicts that applicant no. 1- Sameer Abdulhusein
Lalani, a Director of RDFPL approached the complainant company
through its office bearers and presented a business plan seeking
investment in RDFPL by providing sale details, market valuation of
RDFPL. A term sheet came to be prepared wherein, the complainant
company agreed to purchase 35.05% shares of RDFPL for a total sum
of Rs.12.50 crores. An amount of Rs.4.90 crores was accepted by the
applicants for purchase of new raw material. Later on, it was also
discovered that the applicants had sought investment on the basis of
fabricated documents and again have induced the complainant
company to re-structure the transactions differently. Accordingly, a
Memorandum of Understanding (MoU) dated 08.09.2023 came to be
executed wherein, the complainant company was to have share to the
extent of 76% of the shares holding instead of 35.05%. Thereafter, the
amount of Rs.4.5 crores came to be invested. Subsequently, it was
revealed that the complainant company has been cheated by the
applicants. Thereafter, on demand of return of Rs.9,38,59,003/- by the
complainant company, the applicants failed to repay the same.
5. Mr. Z. Z. Haq, learned counsel appearing on behalf of the
applicants submitted that the facts of the case would clearly
demonstrate that the transactions between the applicants and the
complainant company was a business transaction and several
4 apl-1100-25j.odt
documents have been executed after due diligence. A civil dispute has
been given the colour of a criminal offence just to harass the
applicants. It is submitted that the complainant company approached
RDFPL for investment and to acquire the controlling stake in RDFPL.
Accordingly, a term sheet was prepared and the complainant company
acquired unrestricted excess to RDFPL, grain and stock. After due
diligence, on 08.09.2023 MoU came to be executed wherein, the
provisions established that the complainant company will exercise
effective managerial, financial and direct control over RDFPL. By way
of the said MoU, the stake of the complainant company was increased
from 51.29% to 76%. Even the nominees of the complainant company
were taken as Board of Directors in RDFPL.
6. Since, the complainant company failed to comply with the
contractual obligations enumerated in the investment agreement dated
24.06.2024, a notice came to be issued by applicant no. 1. In reply,
the complainant company alleged non-performance on behalf of
RDFPL and unilaterally terminated the investment agreement. The
complainant company even filed a Company Petition before the
National Company Law Tribunal (NCLT), Mumbai which came to be
dismissed. Since, civil remedy is already availed by the complainant
company where they could not succeed, the present application came
to be filed by giving it the colour of criminality.
5 apl-1100-25j.odt
7. According to the learned counsel for the applicants, the
allegations made in the FIR do not constitute a cognizable offence
since no ingredients for the offences punishable under Sections 420
and 406 r/w. 34 of the IPC are palpable from the complaint. If civil
remedy is available, the High Court should not hesitate to quash
criminal proceedings. Every single breach of trust may not necessarily
result in penal action for breach of trust. If there is a civil wrong, a
person may seek the remedy of claiming damages in a Civil Court in
absence of mens rea and criminal law cannot be put into motion.
According to the learned counsel for the applicants, the present FIR is
nothing but an abuse of the process of law. To buttress his submission,
he seeks to rely upon the following decisions :-
i) Anukul Singh Vs. State of Uttar Pradesh and another [2025 SCC
Online SC 2060] (para 11) wherein the Supreme Court reiterated the
principle laid down in the case of State of Haryana v. Bhajan Lal [1992
Supp (1) SCC 335].
ii) S. N. Vijayalakshmi and others Vs. State of Karnataka and
another [2025 SCC Online SC 1575] wherein, in para 42 and 43 it has
been held as under:-
"42. Coming to the second question i.e., whether civil and
criminal proceedings both can be maintained on the very same
set of allegations qua the same person(s), the answer stricto
sensu, is that there is no bar to simultaneous civil and criminal
proceedings. If the element of criminality is there, a civil case
can co-exist with a criminal case on the same facts. The fact
6 apl-1100-25j.odt
that a civil remedy has already been availed of by a
complainant, ipso facto, is not sufficient ground to quash an
FIR, as pointed out, inter alia, in P Swaroopa Rani v M Hari
Narayana, (2008) 5 SCC 765 and Syed Aksari Hadi Ali
Augustine Imam v State (Delhi Admn.), (2009) 5 SCC 528. The
obvious caveat being that the allegations, even if having a civil
flavour to them, must prima facie disclose an overwhelming
element of criminality. In the absence of the element of
criminality, if both civil and criminal cases are allowed to
continue, it will definitely amount to abuse of the process of the
Court, which the Courts have always tried to prevent by putting
a stop to any such criminal proceeding, where civil proceedings
have already been instituted with regard to the same issue, and
the element of criminality is absent. If such element is absent,
the prosecution in question would have to be quashed. In this
connection, Paramjeet Batra v State of Uttarakhand, (2013) 11
SCC 673 can be referred to:
'12. ... Whether a complaint discloses a criminal offence
or not depends upon the nature of facts alleged therein.
Whether essential ingredients of criminal offence are
present or not has to be judged by the High Court. A
complaint disclosing civil transactions may also have a
criminal texture. But the High Court must see whether a
dispute which is essentially of a civil nature is given a
cloak of criminal offence. In such a situation, if a civil
remedy is available and is, in fact, adopted as has
happened in this case, the High Court should not hesitate
to quash the criminal proceedings to prevent abuse of
process of the court.' (emphasis supplied)
43. In Usha Chakraborty v State of West Bengal, (2023) 15
SCC 135, while quashing the FIR therein and further
proceedings based thereon, it was observed '...the factual
position thus would reveal that the genesis as also the purpose
of criminal proceedings are nothing but the aforesaid incident
and further that the dispute involved is essentially of civil
nature."
iii) Shailesh Kumar Singh @ Shailesh R. Singh Vs. State of Uttar
Pradesh and others [2025 SCC Online SC 1462] wherein, in para 10,
it has been held as under:-
"10. How many times the High Courts are to be reminded
that to constitute an offence of cheating, there has to be
something more than prima facie on record to indicate that the
intention of the accused was to cheat the complainant right from
7 apl-1100-25j.odt
the inception. The plain reading of the FIR does not disclose any
element of criminality."
iv) Delhi Race Club (1940) Ltd. And others Vs. State of Uttar
Pradesh and another [(2024) 10 SCC 690] wherein, para nos. 41 to
43, it has been held as under:-
"41. The distinction between mere breach of contract and the
offence of criminal breach of trust and cheating is a fine one. In
case of cheating, the intention of the accused at the time of
inducement should be looked into which may be judged by a
subsequent conduct, but for this, the subsequent conduct is not
the sole test. Mere breach of contract cannot give rise to a
criminal prosecution for cheating unless fraudulent or dishonest
intention is shown right from the beginning of the transaction
i.e. the time when the offence is said to have been committed.
Therefore, it is this intention, which is the gist of the offence.
42. Whereas, for the criminal breach of trust, the property
must have been entrusted to the accused or he must have
dominion over it. The property in respect of which the offence
of breach of trust has been committed must be either the
property of some person other than the accused or the beneficial
interest in or ownership' of it must be of some other person. The
accused must hold that property on trust of such other person.
Although the offence, i.e. the offence of breach of trust and
cheating involve dishonest intention, yet they are mutually
exclusive and different in basic concept.
43. There is a distinction between criminal breach of trust
and cheating. For cheating, criminal intention is necessary at the
time of making a false or misleading representation i.e., since
inception. In criminal breach of trust, mere proof of entrustment
is sufficient. Thus, in case of criminal breach of trust, the
offender is lawfully entrusted with the property, and he
dishonestly misappropriated the same. Whereas, in case of
cheating, the offender fraudulently or dishonestly induces a
person by deceiving him to deliver any property. In such a
situation, both the offences cannot co-exist simultaneously."
8. Ms. Jachak, learned APP appearing for non-applicant no.
1/State submitted that since the beginning, the applicants knew that
the promises and assurances given by them are false. The applicants
8 apl-1100-25j.odt
utilized the amount of the complainant company for their personal use
and therefore, the ingredients for the offences punishable under
Sections 406 and 420 r/w. 34 of the IPC are fully attracted in the
present case. It is also contended on behalf of the learned APP that
though, the applicants have been granted bail on the condition of
cooperation in the investigation but they did not appear before the
Investigating Officer (IO) to cooperate with the investigation. It is also
contended that even after the order of this Court, applicant no. 1 did
not appear before the IO to cooperate with the investigation and
therefore, for the reason of non-cooperation, applicant no. 1 is
disentitled to get any relief.
9. Mr. S. P. Dharmadhikari, learned Senior Advocate along
with Mr. Daga, learned counsel appearing for the complainant
company vehemently submitted that the FIR is not an encyclopedia.
The Court has to consider the entire case-diary which includes
supplementary statement of the complaint. According to him, even
though the civil remedy has been exhausted, if the transactions have a
criminal texture, the complainant cannot be precluded from filing a
criminal complaint.
10. The sum and substance of the argument of the learned
Senior Advocate is that civil and criminal remedies can go hand in
9 apl-1100-25j.odt
hand. To buttress his submission, he seeks to rely upon the decision of
the Supreme Court in the case of Kathyayini Vs. Sidharth P. S. Reddy
and others [2025 SCC Online SC 1428] wherein, the Supreme Court in
para no. 23 has observed that pendency of civil proceedings on the
same subject matter, involving the same parties is no justification to
quash the criminal proceedings if a prima facie case exists against the
accused persons.
11. The learned Senior Advocate assisted by the learned
counsel further vehemently submitted that the amount paid by the
complainant company has been utilized by the applicants for their
personal use and no shares have been transferred in the name of the
complainant company by the applicants as agreed in the agreement.
According to him, the investigation papers clearly demonstrate that the
applicants not only cheated the complainant company but also
misappropriated the amount paid by the complainant company for
their personal use and therefore, he sought rejection of the application.
12. We have perused the case-diary as well as the say of the
prosecution. Perusal of the case-diary reveals that applicant no. 1
approached Mr. Kamal Agrawal, the Director of the complainant
company for investing in RDFPL and applicant no. 1 also requested for
a business loan. Mr. Kamal Agrawal directed Mr. Prakash Iyer, the
10 apl-1100-25j.odt
Investment Advisor of the complainant company to study the proposal
of the applicants. In the month of January-2023, the terms were
broadly fixed by executing a 'Term Sheet' between RDFPL and Vivek
Ventures Private Ltd., a subsidiary company of the complainant
company wherein, it was particularly agreed that in exchange of the
investment of Rs.12.50 crores, 35.05% of the equity shares of RDFPL
will be transferred in the name of Vivek Ventures Private Ltd. (VPT),
another subsidiary company of HGC. The said terms were not binding
on any of the parties but the intention of both the parties was to
proceed with the transaction in such a manner. Thereafter, the
complainant company conducted market valuation through an
independent company and found that the valuation of RDFPL as
informed by the applicants was more than the actual market value.
After bargaining, MoU dated 08.09.2023 was executed between the
complainant company and the applicants and ultimately it was agreed
that Mr. Kamal Agrawal would invest Rs.15 crores in RDFPL. Till the
date of MoU, the complainant company and VPT/HGC from time to
time had advanced a business loan to RDFPL to the extent of
Rs.4,89,82,003/-. This amount of the loan was to be adjusted towards
the group investment of Rs.15 crores. By the said MoU, it was also
agreed to transfer the share of the applicants in RDFPL in favour of
HGC on a rate which was to be decided at a future date. An amount of
11 apl-1100-25j.odt
Rs.1 crore was also advanced to applicant nos. 1 towards purchase of
the said shares to the extent of 76%. On 24.06.2024, Investment
Agreement was entered into between the complainant company and
the applicants toward sale of the shares on a price fixed by the said
agreement. In the said agreement, the shares of the applicants to the
extent of 81.6% were agreed to be sold to Harrshiv Heathy Foods and
More Private Ltd. (for short, "Harrshiv Foods"), a subsidiary company
of HGC and the complainant company for a consideration of Rs. 3
crores. Since, an amount of Rs. 1 crore was already advanced, it was
decided that for the transferred share, an amount of Rs.1,61,00,000/-
was to be paid to the applicants and remaining Rs.39 lakhs was to be
adjusted at a later date. By the agreement, it was also agreed by the
complainant company to release collateral security provided by the
applicants to South Indian Bank from the date of transfer of the shares.
13. It appears that on 16.10.2024, a notice came to be issued
by the applicants to the complainant company and Harrshiv Foods
asking for payment of Rs. 1,61,00,000/- and for release of collateral
security of the applicants from South Indian Bank since the shares have
already been transferred. While, replying to the said notice, the HGC
also raised a dispute about the breach of agreement by the applicants.
Thus, it appears that due to some dispute, both the parties accused
each-other of breach of the conditions agreed by them in the aforesaid
12 apl-1100-25j.odt
agreement. It is alleged that applicant no. 1- Sameer Lalani, breached
the conditions by resigning from Directorship of RDFPL without prior
permission. It is also alleged that South Indian Bank has made a
Newspaper Publication declaring RDFPL as a defaulter. Thus, it is
alleged that the complainant company had advanced an amount of
Rs.4,89,82,003/- to RDFPL and also an amount of Rs. 1 crore to the
account of applicant no. 1- Sameer Lalani. Likewise, from the account
of Harrshiv Foods, an amount of Rs.2,56,70,000/- was credited in the
account of RDFPL. Therefore, it has been alleged that the applicants
cheated the complainant company by breaching the trust of the
complainant company.
14. Thus, what we have gathered is that, there was an
agreement of investment between the complainant company and
RDFPL including purchase of the shares of RDFPL to the extent of
81.06% for an amount of Rs.3 crores. It appears that by way of that
agreement Rs.9,38,59,003/- came to be invested by the complainant
company and Harrshiv Foods in RDFPL and an amount of Rs. 1 crore
was advanced to the applicants towards purchase of applicants shares
in view of the MoU dated 08.09.2023 and the investment agreement
dated 24.06.2024.
13 apl-1100-25j.odt
15. Both the parties accused each-other of breach of the
conditions mentioned in the agreement. Though, the FIR states that
the applicants, by producing fake documents got the agreement of
investment executed from the complainant company but perusal of the
agreement reveals that initially, only the term sheet was executed
which was not binding upon any of the parties. Rather, Mr. Kamal
Agrawal directed Mr. Prakash Iyer, the Investment Advisor, to get the
valuation of RDFPL done. After conducting valuation, MoU dated
08.09.2023 was finalized wherein, it was agreed by the complainant
company to invest an amount of Rs. 15 crores apart from purchase of
shares of RDFPL for Rs. 3 crores by way of investment agreement
dated 24.06.2024. Thus, prima facie it cannot be said that the
proposal made by the applicants in the term sheet was relied upon by
the complainant company and on that basis, the agreement of
investment came to be executed. Rather, an independent valuation was
done by the complainant company and therefore, the MoU dated
08.09.2023 was executed. Thus, we do not find dishonest or
fraudulent intention from the beginning of the transaction. Nor do we
find that crediting an amount of Rs.1 crore in the account of applicant
no. 1 by the complainant company amounts to criminal breach of trust.
[See Delhi Race Club (supra)]. Therefore, we do not see that there are
14 apl-1100-25j.odt
any ingredients of cheating and therefore, prima facie a case is not
made out for the offence punishable under Section 420 of the IPC.
16. No doubt, the FIR is not encyclopedia of all imputations
but it must disclose commission of a cognizable offence as held in the
case of Somjeet Mallick Vs. State of Jharkhand and others [2024 INSC
772] relied upon by the learned counsel for non-applicant no. 2.
However, bare perusal of the FIR does not reveal that there are
allegations of misappropriation as claimed by the learned APP
appearing for non-applicant no. 1 and the learned counsels appearing
on behalf of the non-applicant no. 2. Rather, they are harping on
credit of an amount of Rs. 1 crore in the account of applicant no. 1-
Sameer Lalani.
17. Be that as it may, the fact remains that an amount of Rs. 1
crore was given as an advance by the complainant company to
applicant no. 1- Sameer Lalani in his personal capacity towards
advance for purchase of the shares of Sameer Lalani and other
applicants which they hold in RFDPL. Therefore, though the amount of
Rs. 1 crore was credited, it has been credited towards the advance
payment for purchase of the shares. That apart, even this amount has
not been credited to the applicant no. 1- Sameer Lalani as the Director
15 apl-1100-25j.odt
of RFDPL rather, this amount was credited by the complainant
company in the personal account of Sameer Lalani.
18. The case-diary further reveals that civil proceedings were
initiated by the complainant company before the National Company
Law Tribunal (NCLT) for recovery of the loan amount claiming
themselves to be the creditors of the applicants' company. However, the
said petition came to be dismissed by the NCLT treating this as an
investment and share-purchase agreement.
19. Having gone through the complaint and the case-diary, it
is quite clear that the complainant company's grievance is regarding
failure of the applicants to pay the outstanding amount due to the
alleged breach of agreement. Thus, essentially the dispute between
both the parties is for breach of conditions of the agreement. It is
settled law that mere breach of contract is not itself a criminal offence
and only give rise to civil liability of damages. Therefore, we do not
see any ingredients of the offences punishable under Sections 420 and
406 of the IPC being made out. The case in hand is covered by the
decision of the Supreme Court in case of State of Haryana v. Bhajan Lal
(supra) and Anukul Singh (supra).
16 apl-1100-25j.odt
20. So far as the submission of the non-applicants that inspite
of directions, applicant no. 1 did not appear before the IO is
concerned, the IO himself has confirmed before this Court that
applicant no. 1 has been admitted to the hospital and therefore, the
submission has no force.
21. In view of the above, we pass the following order:-
i) The application is allowed.
ii) The First Information Report No. 555/2025 registered
with Police Station Kalamna, Nagpur registered against the applicants
under Sections 420 and 406 r/w. Section 34 of the IPC is hereby
quashed.
(M. W. CHANDWANI, J.) (SMT. M. S. JAWALKAR, J.)
RR Jaiswal
Signed by: Mr. Rajnesh Jaiswal
Designation: PA To Honourable Judge
Date: 24/12/2025 17:05:11
