Suresh Kumar Agrawal vs M/S. Haldia Steels Limited

REPORTABLE IN THE SUPREME COURT OF INDIA CRIMINAL APPELLATE JURISDICTION

CRIMINAL APPEAL NO(S). OF 2025 (Arising out of SLP (Crl.) No (s). 2713 of 2024)

SURESH KUMAR AGARWAL ….APPELLANT(S)

VERSUS

M/S. HALDIA STEELS LIMITED & ANR. ….RESPONDENT(S)

WITH CRIMINAL APPEAL NO(S). OF 2025 (Arising out of SLP (Crl.) No (s). 5030 of 2024)

JUDGMENT

Mehta, J.

Criminal Appeal @ SLP(Criminal) No. 2713 of 2024

1. Heard.

Signature Not Verified Digitally signed by SONIA BHASIN Date: 2025.05.06 18:09:54 IST Reason: 1

2. Leave granted.

3. The appeal by special leave takes exception to the

order dated 17th October, 2023 passed in Criminal

Revision being C.R.R. No. 425 of 2016 whereby the

learned Single Judge of the High Court of Calcutta1

accepted the revision filed by the respondent No.1-

Company2 and directed the police to conduct further

investigation in the terms indicated below: -

“33. Before parting with, it comes to my notice that as per Rule 17 of the Mineral Concession Rules, 1960 any kind of transfer of the mining lease requires previous consent in writing of the State Government which is missing in our case.

34. All the discussion hereinabove, in my opinion, justify further investigation of this case particularly for revealing the credibility of the transfer of mining lease. Therefore, I need to interfere with the order impugned in connection with both the revision applications which appears to have been made through copy-paste process.

1 Hereinafter, being referred to as the ‘High Court’. 2 Hereinafter, being referred to as the ‘complainant-Company’ or

‘complainant’.

2 35. As a sequel, orders impugned passed in G.R. case no. 2121 of 2014 and G.R. case no. 2120 of 2014 stand set aside.

36. Learned Chief Metropolitan Magistrate at Calcutta is directed to give direction to the Police to further investigate the case in terms of Provision of Section 173(8) of the Code of Criminal Procedure, accordingly.”

4. The background facts essential for disposal of the

instant appeal are noted hereinbelow.

5. The complainant alleges that the accused-

appellant, namely, Suresh Kumar Agarwal3 approached

the officers of the complainant-Company at its

registered office situated at 37, Shakespeare Sarani,

Kolkata-700017 and introduced himself as the

proprietor of a concern functioning in the name and

style of M/s. Haryana Minerals, having its office at

Gandhiganj, Chindwara, Nagpur-440010. The

3 Hereinafter, being referred to as the ‘appellant’.

3 appellant represented that his concern is one of the

premier business concerns of Madhya Pradesh, having

profound reputation and significant expertise in mining

of manganese mineral. He further represented that his

concern had been granted a mining lease for excavation

of manganese ore by the Government of Madhya

Pradesh over 18.68 hectares of land located in the

village Ladhikheda, Tehsil Sausar, District Chindwada,

Madhya Pradesh for a period of 20 years commencing

from 6th October, 2006 to 5th October, 2026. The

appellant portrayed that he was interested in

transferring such mining lease in favour of the

complainant-Company against valid consideration and

that in the event such transaction fructified, the

complainant-Company would be assured of

uninterrupted supply of manganese mineral over a

4 period of 20 years. He further assured the officers of the

complainant-Company that he had considerable clout

in the administrative machinery of the State of Madhya

Pradesh, which was evidenced by the fact that the

mining lease was granted in his favour. He also assured

that he would obtain Environmental Clearance in

respect of the said mine by using his approach.

6. Before getting the mining lease transferred, he

would convert his proprietary business, namely,

Haryana Mineral into a private limited company and

incorporate the same under the Companies Act, 1956

and thereafter, all his shares and the shares of other

Director/Directors of the newly incorporated company

would be transferred to the complainant-Company or

its nominees against payment of consideration, as may

be settled between the parties.

5

7. It is alleged that several meetings were held

between the appellant and the officers of the

complainant-Company wherein the modalities for

transfer of the mining lease in favour of the

complainant-Company were discussed. The accused

appellant repeatedly assured the officers of the

Complainant-Company that upon the consideration

amount being paid, he would ensure incorporation of

the proprietary concern into a private limited company

and thereafter ensure transfer of all its shares to the

complainant-Company. A further assurance was given

that the requisite Environmental Clearance, for

operating the mine, would be obtained by the appellant

of his own accord.

6 However, contrary to such assurances, the

Environmental Clearance certificate was never

procured.

8. It is further alleged that trusting the assurance

that manganese ore would be supplied by the appellant,

a total amount of Rs.96,20,350/- was transferred by the

complainant-Company to the appellant in terms of the

Memorandum of Understanding/agreement. Despite

receiving the advance consideration as agreed, the

appellant did not supply manganese ore to the

complainant-Company which was thereupon compelled

to procure the same from other sources at higher prices.

The complainant-Company further claims that the

accused appellant informed that he had transformed

his proprietary concern into a private limited company

7 in the name of Haryana Mineral Manganese Ore (P) Ltd4.

and had also transferred 14701 shares which were

around 28% of the total shareholdings of the said

company, in favour of the nominees of the complainant-

Company.

9. As per complainant, the appellant was under an

obligation to take steps to hand over the entire assets

and shares of the newly incorporated company to the

complainant-Company. However, only 28% shares were

transferred and thus the complainant-Company never

gained full administrative control over the affairs of the

company incorporated by the appellant nor was it able

to access the assets of the said Company.

4 Hereinafter, being referred to as the “HMMOPL”.

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10. The complainant also alleged that the appellant

handed over a letter issued by the Mines & Minerals

Department, Government of Madhya Pradesh dated 29th

December, 2008, which reflected that the mining lease

standing in the name of Haryana Mineral stood

transferred in favour of HMMOPL.

11. As the appellant resiled from his promise and

assurances and failed to adhere to the terms and

conditions of the MOU, the complainant-Company filed

a complaint incorporating the above allegations, in the

Court of the learned Chief Metropolitan Magistrate,

Calcutta.

12. The said complaint was forwarded to the

concerned police station for investigation under Section

9 156(3) of the Code of Criminal Procedure5 where FIR

Case No. 318 of 2014 was registered for the offences

punishable under Sections 120B, 406 and 420 IPC.

13. The investigating officer conducted investigation

and submitted a closure report dated 1st April, 2015

under Section 173(2) CrPC concluding that during the

course of investigation, the complainant-Company was

requested to submit documents in support of the

complaint, including the purchase order against the

proposed deal for procurement of manganese ore, etc.

However, apart from a bank statement reflecting a

transaction of Rs.50 lakhs, the complainant-Company

failed to furnish any substantive material or

corroborative evidence in support of the allegations set

out in the complaint.

5 Hereinafter, being referred to as the “CrPC”.

10

14. The investigating officer also concluded that it was

Mr. Vikas Bansal, Managing Director of the

complainant-Company, who had approached the

appellant upfront and had expressed his interest to

procure the rights of the appellant in the name of his

company (i.e., M/s. Haldia Steels Limited). The

investigation also revealed that acting in compliance of

the terms of the agreement/MOU, appellant

incorporated a private limited company, namely,

HMMOPL in which initially he and his son Vaibhav

Agarwal were the Directors. The appellant made

repeated requests to Mr. Vikas Bansal to transfer and

pay the remaining amount of Rs.2.70 crores in terms of

the agreement but the payment was not forthcoming

except for the initial amount of Rs.50 lakhs paid at the

time of signing of the MOU. In spite thereof, on 2nd

11 April, 2004, Mr. Vikas Bansal and his father Mr. Ram

Kishore Bansal were appointed as Directors of the

Company, namely, HMMOPL. The acrimony between

the parties was owing to the non-payment of the

balance amount for transfer of the company’s shares to

the complainant-Company. The investigating officer

concluded that while the complainant-Company had

lodged the complaint alleging non-supply of manganese

ore against the advance payment of Rs.50 lakhs, the

investigation revealed that the actual dispute related to

the breach of terms and conditions of the

MOU/contract entered into between the complainant-

Company and the accused appellant in respect of the

transfer of the mining lease.

12

15. Finally, on 1st April, 2015, the closure report6 was

filed by the investigating officer before the concerned

Court concluding that the dispute was of civil nature

arising out of the breach of contract and that no offence

was made out against the accused appellant from the

material collected during investigation.

16. On receiving the notice of the final report, the

complainant-Company on 21st April, 2015, filed a

Protest Petition through its authorised representative,

praying for thorough further investigation into the facts

as narrated in the protest petition wherein for the first

time a case was set up that the document provided by

appellant evidencing the transfer of mining lease in the

name of HMMOPL was fabricated.

6 Final Closure Report No.79 of 2015.

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17. The learned Chief Metropolitan Magistrate, by a

detailed order dated 5th October, 2015 proceeded to

reject the protest petition and accepted the closure

report observing that the dispute between the parties

primarily arose on account of breach of contract and

that the complainant-Company did not pay the agreed

amount to the appellant in terms of the MOU. The

foundation of the complaint, that the advance amount

of Rs.50 lakhs was paid by way of advance towards

purchase of manganese ore, was found to be false and

an after-thought. Consequently, the closure report

dated 1st April, 2015 was accepted. The complainant-

Company assailed the said order by filing a Criminal

Revision (CRR No. 425 of 2016) in the High Court, which

stands allowed vide order dated 17th October, 2023

14 which is subject matter of challenge in this appeal by

special leave.

18. We have heard the submissions advanced by

learned counsel representing the parties and have gone

through the impugned order and the material placed on

record.

19. At the outset, we may note a glaring feature of the

case. The alleged acts of fraud and criminal

misappropriation, emanating from the breach of the

MOU between the parties took place between the years

2007-2008. However, the complaint came to be filed in

the year 2014. No plausible explanation has been

offered by the complainant-Company for this gross and

undue delay of almost six years in filing of the

complaint.

15

20. The complainant-Company founded its allegations

on an alleged order for purchase of manganese ore

placed to the accused appellant and claims to have paid

an advance amount to the tune of Rs.50 lakhs for this

purpose. However, the investigating officer, after

conducting thorough investigation, concluded that the

said allegation seems to be in a stark contrast to the

MOU entered into between the parties which entirely

focused on incorporation of the appellant’s proprietary

concern into a private limited company and thereafter

transfer of the shares of the said company to the

complainant-Company.

21. Undisputed facts as per record reflect that in

terms of the MOU/agreement, the complainant-

Company was obliged to transfer a total amount of

Rs.3,20,00,000/- to the accused appellant, who upon

16 receipt of such amount, would be required to get his

firm incorporated into a company and transfer the

entire bulk of shares thereof to the complainant-

Company. The evidence collected by the investigating

officer is unequivocal to the effect that the accused

appellant indeed transformed his proprietorship

concern into a private limited company namely,

HMMOPL and also transferred 28% shares of the newly

incorporated company to the complainant-Company’s

authorised representative.

22. Indisputably, the complainant-Company failed to

carry out its obligations under the MOU because the

amount of Rs.3,20,00,000/-, which was to be

transferred to the accused appellant, was not paid in

full and a sum of Rs.2,70,00,000/- remained

17 outstanding till the filing of the complaint, which itself

was grossly delayed as observed above.

23. The complainant-Company tried to project that

the sum of Rs.50,00,000/- was paid to the appellant as

advance towards supply of manganese ore whereas, the

written document executed between the parties paints

an entirely different picture. The said document, in

unequivocal terms, indicates that the amount was paid

in terms of the MOU which mandated the complainant-

Company to transfer a total sum of Rs.3,20,00,000/- to

the accused appellant whereafter, the appellant would

be required to get his proprietorship concern

incorporated into a company and then, transfer the

shares thereof to the complainant-Company. Hence, the

incorporation of the proprietorship concern into a

company and the transfer of shares thereof was

18 contingent upon the complainant-Company performing

its obligations under the MOU, which it admittedly

failed to do. Apparently thus, the complainant-

Company twisted the facts by claiming that the advance

amount of Rs. 50,00,000/- was paid to the appellant for

supply of manganese ore. This allegation was totally

false and concocted and could not be substantiated by

any purchase order, etc. The investigating officer made

efforts to seek the procurement/purchase order, but the

complainant-Company failed to provide the same

manifestly because no such order was ever placed.

24. Hence, we have no hesitation in holding that the

complainant-Company had twisted and manipulated

the facts in the highly belated complaint just in order to

give a colour of criminal offence to a dispute which was

purely civil in nature emanating from the breach of

19 agreement. The conclusions drawn by the investigating

officer in the final report are unimpeachable. Once the

investigation had been completed, the complainant-

Company tried to take a new stance claiming that the

order whereby, the State Government had approved the

transfer of the mining lease in favour of the appellant,

was forged. However, not even prima facie evidence was

provided by the complainant-Company in support of

such allegation and it seems to be nothing but a sheer

flight of fancy of the complainant-Company to try and

continue the lame prosecution and put the appellant

under pressure. The complainant-Company is well-

established in the field of mining. Thus, the omission of

the basic facts in the highly belated complaint, that the

appellant had allegedly provided the complainant-

Company with some fabricated Government order,

20 renders the entire case set up in the FIR doubtful and

unworthy of credence.

25. The High Court seems to have been unduly

swayed by this totally new and conjectural stance taken

by the complainant-Company in the protest petition

and directed further investigation into the matter

without assigning a justifiable and sustainable reason.

26. The fact that the FIR was highly belated and that

the complainant-Company tried to paint an entirely new

picture by imputing that the advance payment of Rs.

50,00,000/- was made to the accused for procuring

manganese ore in stark contradiction to the terms and

conditions of the MOU were sufficient reasons for the

High Court to have refrained from exercising its

revisional jurisdiction and directing further

investigation into the case. The order passed by the trial

21 Court accepting the closure report and rejecting the

protest petition is unassailable in view of the

undisputed material available on record.

27. We have no hesitation in holding that the admitted

allegations as set out in the complaint do not disclose

the necessary ingredients of any offence whatsoever,

what to say, of a cognizable offence. Directing further

investigation into such a frivolous complaint, filed after

gross, undue and unexplained delay of six years, is

nothing but a sheer abuse of the process of law.

28. Consequently, the impugned order dated 17th

October, 2023 passed by the High Court does not stand

to scrutiny and is hereby quashed and set aside. The

order dated 5th October, 2015 passed by the learned

Chief Metropolitan Magistrate, Calcutta accepting the

22 final report and rejecting the protest petition filed by the

complainant-Company is restored.

29. The appeal is allowed accordingly.

30. Pending application(s), if any, shall stand disposed

of.

Criminal Appeal @ SLP(Criminal) No. 5030 of 2024

1. Leave granted.

2. The facts and circumstances as involved in the

present appeal are a verbatim same as in the connected

Criminal Appeal @ SLP(Criminal) No. 2713 of 2024

which has been allowed by a separate order.

3. For the reasons mentioned in the Criminal Appeal

@ SLP(Criminal) No. 2713 of 2024, the instant appeal is

also allowed. The impugned judgment dated 17th

23 October, 2023 passed by the High Court of Calcutta is

set aside. The order dated 5th October, 2015 passed by

the learned Chief Metropolitan Magistrate, Calcutta

accepting the negative final report submitted by the

police, is hereby restored.

4. Pending application(s), if any, shall stand disposed

of.

….……………………J. (VIKRAM NATH)

...…………………….J. (SANDEEP MEHTA) NEW DELHI;

April 15, 2025.

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