Holding

The High Court’s order directing further investigation was erroneous and an abuse of process; the closure report finding no criminal offence is upheld.

Summary

The appellant, Suresh Kumar Agarwal, was accused by M/s Haldia Steels Ltd. of fraud and criminal misappropriation relating to a memorandum of understanding (MOU) for the transfer of a mining lease and share transfer. The complaint, filed six years after the alleged breach, alleged that an advance of Rs.50 lakh was paid for the supply of manganese ore, which the investigating officer found to be a false claim and a civil dispute over breach of contract. The investigating officer submitted a closure report concluding no offence under Sections 120B, 406 and 420 IPC, which the trial court accepted. The complainant filed a protest petition and later a revision, leading the Calcutta High Court to direct further investigation despite the belated filing and lack of evidence. The Supreme Court held that the High Court erred, describing the complaint as an abuse of process, and restored the closure report, quashing the High Court’s order. Consequently, the appeal was allowed and the trial court’s decision reinstated.

Issues considered

Whether the High Court was justified in directing further investigation into a highly belated complaint that alleged a criminal offence arising from a civil dispute.
Whether the delay of six years in filing the complaint defeats the requirement of a cognizable offence under Sections 120B, 406 and 420 IPC.
Whether the complainant had manipulated facts to colour a civil breach of contract as a criminal offence, constituting an abuse of process.

Legislation cited

Code of Criminal Procedure, 1973s. 156(3), s. 173(2), s. 173(8)
Indian Penal Code, 1860s. 120B, s. 406, s. 420

Headnote

Issue for Consideration Whether the High Court erred in directing further investigation into the highly belated complaint filed by the complainant-Company after unexplained delay of six years by twisting and manipulating the facts to give a colour of criminal offence to a purely of law – Criminal color imparted to a civil dispute – Further investigation directed – Impermissibility – Complainant-Company filed complaint alleging non-supply of manganese ore against the advance payment of Rs.50 lakhs, FIR registered u/ss.120B, 406 and 420, IPC

Subjects

Highly belated complaintColour of criminal offenceDispute purely civil in natureFacts twisted and manipulatedBreach of agreementFIR highly belatedBelated FIRBreach of terms and conditions of the MOU/contractTransfer of sharesTransfer of mining leaseManganese ore

Judgment

[2025] 4 S.C.R. 2473 : 2025 INSC 636

Suresh Kumar Agarwal
v.
M/s Haldia Steels Limited & Anr.
(Criminal Appeal No. 1952 of 2025)
15 April 2025
[Vikram Nath and Sandeep Mehta,* JJ.]

Issue for Consideration
Whether the High Court erred in directing further investigation into
the highly belated complaint filed by the complainant-Company after
unexplained delay of six years by twisting and manipulating the
facts to give a colour of criminal offence to a purely civil dispute.

Headnotes†
Abuse of process of law – Criminal color imparted to a civil
dispute – Further investigation directed – Impermissibility –
Complainant-Company filed complaint alleging non-supply of
manganese ore against the advance payment of Rs.50 lakhs,
FIR registered u/ss.120B, 406 and 420, IPC – Closure report
filed by IO 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 – Complainant filed
Protest Petition praying for thorough further investigation –
Rejected by CMM, closure report accepted – Revision filed
by complainant, allowed by High Court – Interference with:
Held: 1.1 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
was filed in 2014 – No plausible explanation was offered by the
complainant for this gross and undue delay of almost six years in
filing of the complaint. [Para 19]
1.2 Complainant 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 agreement – The conclusions drawn by the investigating
officer in the final report are unimpeachable. [Para 24]

* Author
2474 [2025] 4 S.C.R.

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1.3 Complainant 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,
in unequivocal terms, indicates that the amount was paid in terms
of the MOU which mandated the complainant to transfer a total
sum of Rs.3,20,00,000/- to the 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 – Hence, the incorporation of the proprietorship
concern into a company and the transfer of shares thereof was
contingent upon the complainant performing its obligations under
the MOU, which it admittedly failed to do – Complainant 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. [Paras 23, 24]
1.4 Once the investigation was completed, the complainant 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 – Complainant 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 with some fabricated Government order,
renders the entire case set up in the FIR doubtful and unworthy
of credence. [Para 24]
1.5 High Court was unduly swayed by this totally new and conjectural
stance taken by the complainant in the protest petition and directed
further investigation into the matter without assigning a justifiable
and sustainable reason – 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 – [Paras 25, 27]
1.6 Impugned order passed by the High Court quashed and set
aside – Order of the CMM accepting the final report and rejecting
the protest petition filed by the complainant is restored. [Para 28]

List of Acts
Penal Code, 1860; Code of Criminal Procedure, 1973.
[2025] 4 S.C.R. 2475

Suresh Kumar Agarwal v. M/s Haldia Steels Limited & Anr.

List of Keywords
Highly belated complaint; Colour of criminal offence; Dispute purely
civil in nature; Purely civil dispute; Facts twisted and manipulated;
Breach of agreement; FIR highly belated; Belated FIR; Breach of
terms and conditions of the MOU/contract; Transfer of shares;
Transfer of mining lease; Manganese ore.

Case Arising From
CRIMINAL APPELLATE JURISDICTION: Criminal Appeal No.
1952 of 2025
From the Judgment and Order dated 17.10.2023 of the High Court
at Calcutta in CRR No. 425 of 2016
With
Criminal Appeal No. 1953 of 2025

Appearances for Parties
Advs. for the Appellant:
Sudhanshu S. Choudhari, Sr. Adv., Yash Maheshwari, Rohit Anil
Rathi, Ms. Niharika Singh, Shakul R. Ghatole, Shyam Dewani,
Saahiil Dewani, Vatsalya Vigya, Ms. Pranjal Chapalgaonkar.
Advs. for the Respondents:
Ardhendumauli Kumar Prasad, Sr. Adv., Nitesh Ranjan, Parijat
Chandan, Abhinav Gupta, Neelaksh, Ravi Kumar Singh, Pankaj
Agarwal, Chanchal Kumar Ganguli, Raja Chatterjee.

Judgment / Order of the Supreme Court

Judgment

Mehta, J.

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

1. Heard.
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
2476 [2025] 4 S.C.R.

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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.
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 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

1 Hereinafter, being referred to as the ‘High Court’.
2 Hereinafter, being referred to as the ‘complainant-Company’ or ‘complainant’.
3 Hereinafter, being referred to as the ‘appellant’.
[2025] 4 S.C.R. 2477

Suresh Kumar Agarwal v. M/s Haldia Steels Limited & Anr.

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 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.
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.
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
2478 [2025] 4 S.C.R.

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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 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.
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 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

4 Hereinafter, being referred to as the “HMMOPL”.
5 Hereinafter, being referred to as the “CrPC”.
[2025] 4 S.C.R. 2479

Suresh Kumar Agarwal v. M/s Haldia Steels Limited & Anr.

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.
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 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.
15. Finally, on 1st April, 2015, the closure report 6 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

6 Final Closure Report No.79 of 2015.
2480 [2025] 4 S.C.R.

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was set up that the document provided by appellant evidencing the
transfer of mining lease in the name of HMMOPL was fabricated.
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 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.
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
[2025] 4 S.C.R. 2481

Suresh Kumar Agarwal v. M/s Haldia Steels Limited & Anr.

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 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 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 agreement.
The conclusions drawn by the investigating officer in the final report
2482 [2025] 4 S.C.R.

Supreme Court Reports

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, 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
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 final
report and rejecting the protest petition filed by the complainant-
Company is restored.
[2025] 4 S.C.R. 2483

Suresh Kumar Agarwal v. M/s Haldia Steels Limited & Anr.

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 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.

Result of the case: Appeal allowed.

†
Headnotes prepared by: Divya Pandey