RAM SURAT RAM,J. - (1.) Heard Sri G.S. Chaturvedi, Senior Advocate, assisted by Sri Sharique Ahmed, Sri Nitin Sharma, Sri Alok Chandra, and Km. Somya Chaturvedi, and Sri Navin Sinha, Senior Advocate, assisted by Sri Devansh Rathore, for the applicants and Sri Dilip Kumar along with Sri Vikas Tripathi, Sri Gaurav Agrawal and Sri Rajrshi Gupta, for opposite party-2.
(2.) These applications under Section 482 Cr.P.C., 1973 have been filed for quashing the summoning order and order of bailable warrant passed by Additional Chief Judicial Magistrate 1st, Gautam Budh Nagar dated 25.05.2015 and 02.07.2015, respectively in Complaint Case No. 1419 of 2015, J.K. Arora v. Alok Chandra and others, under Section 406, 420, 467, 468, 471, 120-B IPC, PS Badalpur, district Gautam Budh Nagar as well as entire proceeding of the complaint case.
(3.) Background facts, leading to this criminal case, in short, are as follows:- (a) Abdulaziz Al Tuwejri, Majid Abdulaziz Al Tuwejri and Badr Abdulaziz Al Tuwejri, citizens of Kingdom of Saudi Arabia, established a plant to manufacture non-mixed iron and steel ingot etc. at MODON Industrial Area, Al Ahsa, Saudi Arabia. They started business through a company SHARQIA (Al Sharqia Rolling Steel Factory Ltd.), incorporated under the laws of Kingdom of Saudi Arabia. They sold their company, including plants, machineries, building, land, employees, staffs, customers, investors etc. by way of "Lease ended with Ownership Agreement" dated 29.07.2010 to World Mining Industry Ltd., a company incorporated under the laws of Kingdom of Saudi Arabia, for a total Saudi Riyals 57 million. Sale consideration was payable in 96 monthly installments from 15.11.2010 to 15.10.2018. Amount of installments were fixed in the agreement. (b) World Mining Industry Ltd., (hereinafter referred to as WMI) issued total 1250 Equity Shares (each share was of value SAR 1000/-). The applicants Surender Kumar Sham Lal purchased 265.625 shares, Alok Chandra purchased 265.625 shares, Tanvir Athar Bukhari purchased 265.625 shares, Anand Vardhan (beneficial owner of shares under transfer of Atam Prakash Sood) purchased 265.625 shares and one Alok Mittal purchased 125.000 shares and one Strategic Solution Public Contracting Est Company purchased 62.500 shares. These persons were "current owners" and were in actual control and management entire business of this manufacturing unit. After purchasing the unit, they began to manufacture its product and achieved production up to 1200 mt. per month on single shift basis. Under the laws of Saudi Arabia, shareholders of the company are in the capacity of partners but their liability is up to extent of their share capital. (c) According to the applicants, Jagjiv Kumar Arora (opposite party-2) was in Saudi Arabia in June 2012, for his own work. Surender Kumar and his aforesaid business was known to him. As Jagjiv Kumar Arora was also in similar business, as such, he expressed his desire to visit and see the factory of the applicant to Surender Kumar. In this way Jagjiv Kumar Arora visited the factory premises of SHARQIA and thoroughly examined status of the company and business of the applicants. After examining and knowing about all the aspect of the applicants, he expressed his willingness to join the company. He gave allurement to the current owners that by investing in share capital, equal to the existing share capital, he would be able to enhance production of the company up to 3500 mt. per month. At that time, due to increasing demand of WMI's products in market, the Company and current owners also realized the need of investment of more fund to enhance its production limit. WMI (the company), the current owners (the four applicants and two other shareholders) and Jagjiv Kumar Arora (opposite party-2), Director of Supreme Alloys Ltd. (an Indian Company) (as Strategic Partner) entered into an agreement dated 18.07.2012, in the shape of Memorandum of Understanding. (d) According to Jagjiv Kumar Arora, Surender Kumar approached him at his company premises at Noida in June 2012 and offered him to join in his company at Saudi Arabia without any investment on his part. At first meeting opposite party-2 did not agree. Late on all the applicants time to time met him and induced him to join in his business. The applicants offered to give shares equal to the existing shares of the company and handover control and management, of his entire business, in lieu of his expertise, confidential technical and business models, technical know-how, cost-profit analysis formulas, contracts, management styles and trade knowledge/experience of 25 years in this business. They offered to pay 50% of profit, towards his 50% shares and 10% of profit towards management charges to opposite party-2. After several efforts made by the applicants, he agreed to their offer and an agreement in shape of Memorandum of Understanding dated 18.07.2012 (MOU) was executed between the WMI, current owners and opposite party-2 (Strategic Partner). The effective date of this MOU was 01.08.2012. (e) Opposite party-2 alleged that he, his son Sahil Arora and his expert employees undertook management of the business of the company on 01.08.2012 and run it up to 31.12.2012, according to their expertise, confidential technical and business models, technical knowhow, cost-profit analysis formulas, contracts, management styles and trade knowledge. Due to his special knowledge, gross income of the company was increased to from SAR 59.76 lakh in 2011 to SAR 87.82 lakh in 2012. But the applicants have not performed their obligation as fixed in MOU. Although share certificates of 1250 shares of the Company WMI were issued to opposite party-2 and his nominee Sahil Arora on 18.07.2012 but these shares were not registered with Saudi Arabia General Investment Authority (SAGIA), a government body to oversee investment including foreign investment in Kingdom of Saudi Arabia. Due to which they did not get legal status in WMI. Signatures of opposite party-2 and Sahil Arora were not introduced/attested in the banks of company as such they could not operate the account nor work visa were made available to them. At this stage differences arose between them. ;