Madras High Court · 2025

Crl.O.P(MD).No.8630 of 2025PRAYER: Criminal Original Petition filed under Section 482 of BNSS 2023, toenlarge the petitioners/Accused on bail in the event of their arrest in CrimeNo.13 of 2025 pending investigation on the file of the respondent police. For Petitioners : Mr.A.R.HariprasaadhFor Respondent : Mr.M.Karunanithi Government Advocate (Crl.side)For Intervenor : Mr.Isaac Mohanlal Senior Counsel for Mr.K.R.LaxmanORDERThe petitioners seek anticipatory bail upon the apprehension of arrest at thehands of the respondent police for the alleged offences U/s.120(B), 409 and 420 ofIPC., in Crime No.13 of 2025 on the file of the respondent police.2. The learned counsel for the petitioners submitted that the accused arerunning a company under the name and style of “Solar Care India Private Limited,”and the de-facto complainant is running a company under the name and style of“Green Sparrow Solar Nest Private Limited.” The de-facto complainant’s companywas established in the year 2021, whereas the accused’s company was established in2/13 https://www.mhc.tn.gov.in/judis Crl.O.P(MD).No.8630 of 2025the year 2013. Both companies, which are engaged in the same line of business,entered into a Memorandum of Understanding on 06.01.2024 to jointly carry onbusiness, capitalize on each other’s strengths, foster synergies, and enhance overallefficiency and profitability.3. He further submitted that as per the understanding, the role of the de-facto complainant’s company was to procure the lands, while the role of theaccused’s company was to bring in the clients. Both companies were to mutuallydecide the value of a single megawatt, and based on the agreed value, share theprofit accordingly. A project commenced in 2024, and the total capacity of theproject was 50 megawatts, and for 25 megawatts, the accused’s company broughtthe clients. Since the de-facto complainant’s company is a new born company andlacked the credibility to generate invoices independently, the accused’s companyissued purchase orders and the de-facto complainant’s company was required toraise the invoices. Accordingly, the accused’s company issued a purchase order andpaid an advance of Rs.11,64,00,000/- to the de-facto complainant’s company.However, the de-facto complainant’s company failed to raise the correspondinginvoice. Subsequently, a GST liability of about Rs.2,00,00,000/- became due. Basedon this, the present FIR has been registered.3/13 https://www.mhc.tn.gov.in/judis Crl.O.P(MD).No.8630 of 20254. The learned counsel for the petitioners filed an additional typed set ofdocuments showing an e-mail dated 28.02.2025, sent by the de-facto complainant.Until that date, there was no dispute between the two companies. The present FIRwas registered only in April 2025. He further submitted that the de-factocomplainant’s company, being a newly established one, sought collaboration withthe accused’s company. As the de-facto complainant was liable to pay GST for hisbusiness activities, he filed the present complaint in an attempt to escape from suchliability.5. The learned counsel for the petitioners further submitted that the intentionof the de-facto complainant is merely to recover money. Therefore, he has invokedcriminal law to give a civil dispute the colour of a criminal case with the objective ofrecovering money from the accused’s company. The learned counsel for thepetitioners also relied upon the judgment of the Hon’ble Apex Court in Crl.A @ SLP(Crl.)No.14423 of 2023 (Jay Shri & Anr. vs. State of Rajasthan) and the judgment ofthis Court in Crl.O.P.(MD) No.420 of 2022 (R.Chellamuthu and 3 Ors. vs. TheInspector of Police, District Crime Branch, Dindigul and Anr.) 6. On the other hand, the learned Government Advocate (Criminal Side)4/13 https://www.mhc.tn.gov.in/judis Crl.O.P(MD).No.8630 of 2025submitted that there are totally four accused persons in this case. The de-factocomplainant is the Managing Director of Green Sparrow Solar Nest Private Limited.He engaged the accused's company for the supply of solar energy. The accused,acting as a working partner, received substantial funds from the de-factocomplainant and misappropriated amounts exceedingRs.2,14,19,408/-. Furthermore, the accused allegedly created bogus invoices andcollected large sums from purchasers. The 1st accused is the Managing Director ofthe company, the 2nd accused is an Accountant, the 3rd accused is an Engineer, andthe 4th accused is a Supervisor. It is further alleged that the accused received croresof rupees from investors and failed to maintain proper accounts.7. The learned counsel for the intervenor submitted that the accused’scompany originally approached the de-facto complainant’s company, and with theintent to defraud, induced the de-facto complainant to invest Rs.50,00,000/- initiallyand subsequently several crores. The accused’s company caused the de-factocomplainant’s company to purchase solar panels, transformers, electric poles, cables,etc. The understanding was that the de-facto complainant’s company would procureland for the solar infrastructure, while the accused would bring clients to purchasethe projects. Although agreements were entered into on 06.01.2024 with the intent5/13 https://www.mhc.tn.gov.in/judis Crl.O.P(MD).No.8630 of 2025to resolve issues, the accused did not honour the terms. Subsequently, it wasdiscovered that the accused had received an advance of Rs.1,90,00,000/- from ninecompanies for the sale of the solar project, without informing the de-factocomplainant. 8. The learned counsel for the intervenor further submitted that furtherinvestigation revealed that the accused, in violation of the agreement terms and withfraudulent intent, declared that Rs.49.92 crores were collected from customerstowards the sale of 26-megawatt solar project, out of which only Rs.14.14 croreswere transferred to the de-facto complainant, and Rs.18.76 crores were allegedlyspent by the accused’s company. The de-facto complainant also claims that theaccused received GST returns totalling Rs.72.72 crores from various clients butdisclosed only Rs.49.92 crores as sales proceeds, thereby swindling Rs.22.80 crores.To substantiate these claims, the learned senior counsel for the intervenor filed anadditional typed set, including the GST return statement obtained by theInvestigating Officer. He also relied upon the judgments of the Hon’ble Apex Courtreported in (1999) 3 SCC 259 (Rajesh Bajaj vs. State NCT of Delhi and Ors.) and(2001) 8 SCC 645 (M.Krishnan vs. Vijay Singh and Anr.). He, further submitted thatthe investigation is still at a preliminary stage, and if the accused are granted6/13 https://www.mhc.tn.gov.in/judis Crl.O.P(MD).No.8630 of 2025anticipatory bail, it would hamper the investigation, lead to diversion of funds, andresult in tampering of genuine records. 9. Heard and perused the records. It is seen from the records that thepetitioners are running Solar Care India Pvt Ltd from 2013 onwards, the defactocomplainant is running Green Sparrow Solar Nest Pvt Limited from 2021. It isalleged that the petitioners approached the defacto complaint and that withoutinvesting any money, the petitioners, with intention to cheat, induced the defactocomplaint to invest in Solar project and that the petitioner has collected crores ofrupees from various customers without the knowledge of the defacto complainant.It is further alleged that the petitioners collected Rs.72.72 crores from variouscustomers and only declared Rs.49.92 crores for sale proceeds thereby swindlesRs.22.80 crores. It is further alleged that the petitioners showed Rs.77 lakhs towardsstock, but they have not given particulars of stock. It is the specific allegation of thedefacto complainant that the defacto complainant is new in the Solar field and thatsince the petitioners are running the solar company from 2013, by believing theirwords, he invested huge money, but the petitioners declared amount by creatingbogus invoices thereby, the petitioners swindles huge amount. The main argumentof the petitioners is that the petitioners and the defacto complainant are partners and7/13 https://www.mhc.tn.gov.in/judis Crl.O.P(MD).No.8630 of 2025if any one of the partners uses assets for his own purpose, he is accountable in a civilnature, it would not attract misappropriation or cheating and relies on citations citedabove.10. On perusal of citations relied on by the intervener, the Hon'ble SupremeCourt held in (1999) 3 Supreme Court Cases 259 as follows:"10.It may be that the facts narrated in the presentcomplaint would as well reveal a commercial transaction ormoney transaction. But that is hardly a reason for holding thatthe offence of cheating would elude from such a transaction.In fact, many a cheatings were committed in the course ofcommercial and also money transactions. One of theillustrations set out under Section 415 of the Indian PenalCode [Illustrations f] is worthy of notice now: "(f) A intentionally deceives Z into a belief that Ameans to repay any money that Z may lend to him andthereby dishonestly induces Z to lend him money, A notintending to repay it. A cheats." 11.The crux of the postulate is the intention of the personwho induces the victim of his representation and not thenature of the transaction which would become decisive indiscerning whether there was commission of offence or not.The complainant has stated in the body of the complaint thathe was induced to believe that respondent would honourpayment on receipt of invoices, and that the complainant8/13 https://www.mhc.tn.gov.in/judis Crl.O.P(MD).No.8630 of 2025realised later that the intentions of the respondent were notclear. He also mentioned that respondent after receiving thegoods have sold them to others and still he did not pay themoney. Such averments would prima facie make out a case forinvestigation by the authorities.12. The High Court seems to have adopted a strictlyhyper-technical approach and sieved the complaint through acullendar of finest gauzes for testing the ingredients underSection 415 , IPC. Such an endeavour may be justified duringtrial, but certainly not during the stage of investigation. At anyrate, it is too premature a stage for the High Court to step inand stall the investigation by declaring that it is a commercialtransaction simplicitor wherein no semblance of criminaloffence is involved.and in (2001) 8 Supreme Court Cases 645 the Hon'ble Supreme Court held asfollows:-"4. ......The High Court appears to have been impressedby the fact that as the nature of the dispute was primarily of acivil nature, the appellant was not justified in resorting to thecriminal proceedings. 5. Accepting such a general proposition would be againstthe provisions of law inasmuch as in all cases of cheating andfraud, in the whole transaction, there is generally some9/13 https://www.mhc.tn.gov.in/judis Crl.O.P(MD).No.8630 of 2025element of civil nature. However, in this case, the allegationswere regarding the forging of the documents and acquiringgains on the basis of such forged documents. The proceedingscould not be quashed only because the respondents had filed acivil suit with respect to the aforesaid documents. In a criminalcourt the allegations made in the complaint have to beestablished independently, notwithstanding the adjudicationby a civil court. Had the complainant failed to prove theallegations made by him in the complaint, the respondentswere entitled to discharge or acquittal but not otherwise. Ifmere pendency of a suit is made a ground for quashing thecriminal proceedings, the unscrupulous litigants,apprehending criminal action against them, would beencouraged to frustrate the course of justice and law by filingsuits with respect to the documents intended to be usedagainst them after the initiation of criminal proceedings or inanticipation of such proceedings. Such a course cannot be themandate of law. Civil proceedings, as distinguished from thecriminal action, have to be adjudicated and concluded byadopting separate yardsticks. The onus of proving theallegations beyond reasonable doubt, in criminal case, is notapplicable in the civil proceedings which can be decidedmerely on the basis of the probabilities with respect to the actscomplained of. The High Court was not, in any way, justifiedto observe :10/13 https://www.mhc.tn.gov.in/judis Crl.O.P(MD).No.8630 of 2025"In my view, unless and until the civil court decides thequestion whether the document are genuine or forged, nocriminal action can be initiated against the petitioners and inview of the same, the present criminal proceedings and takingcognizance and issue of process are clearly erroneous." 6. Where factual foundations for the offence have beenlaid down in the complaint, the High Court should not hastento quash criminal proceedings merely on the premise that oneor two ingredients have not been stated with the details or thatthe facts narrated reveal the existence of commercial or moneytransaction between the parties." 11. From the above citations, it is very clear that many cheating werecommitted in the course of commercial and money transactions and that civilproceedings, as distinguished from criminal action, have to be adjudicated andconcluded by adopting separate yardsticks. The onus of proving the allegationsbeyond reasonable doubt, in criminal cases, is not applicable in civil proceedings,which can be decided merely on the basis of the probabilities with respect to the actscomplained of.12. In the case on hand, though the petitioners state that the transactionbetween the petitioners and the defacto complainant is a commercial transaction, asheld by the Hon'ble Supreme Court that in many cases cheating is being committed11/13 https://www.mhc.tn.gov.in/judis Crl.O.P(MD).No.8630 of 2025through commercial transactions, in order to escape from criminal liability. Onperusal of FIR and according to the intervening petitioner, it is alleged that withoutinvesting any capital, the petitioners, from the very beginning with the intention tocheat the defacto complainant, induced to invest crores of money and also by way ofcreating bogus invoices, the petitioners swindled crores of money. The InvestigatingAgency has also collected prima facie materials that the petitioners received morethan Rs.72 crores from various customers without the knowledge of the defactocomplainant and showed only Rs.49 crores. The citations relied on by the intervenorare applicable to the prima facie facts of this case, whereas the citations relied on bythe petitioners are not applicable. Therefore, the case at hand needs a thoroughcriminal investigation. 13. The investigation is now at the preliminary stage and the interrogation ofpetitioners is very much necessary. Moreover, at the instance of the petitioners, thematter was referred to mediation, but it was not settled. So, the apprehension of theinvestigating agency and the defacto complainant that in case the petitioners aregranted anticipatory bail, they would tamper with the evidence could not bebrushed aside as there is no substance in their submission. Therefore, consideringthe above facts and circumstances, this court is not inclined to grant anticipatory bail12/13 https://www.mhc.tn.gov.in/judis Crl.O.P(MD).No.8630 of 2025to the petitioners at this stage.14. In the result, this Criminal Original Petition is dismissed.Consequently, the connected Miscellaneous Petition is closed. sd/- 06/08/2025 / TRUE COPY / /08/2025 Sub-Assistant Registrar (C.S.-I/ II /III/ IV) Madurai Bench of Madras High Court, Madurai - 625 023. VSDTo1.The Inspector of Police, District Crime Branch, Dindigul.2.The Additional Public Prosecutor, Madurai Bench of Madras High Court, Madurai.+2 CC to M/s.B.ANANDAN, Advocate ( SR-8471[I] dated 06/08/2025 )+1 CC to M/s.J.C.RATHNAVEL PANDIAN, Advocate ( SR-5556[I] dated15/05/2025 ) ORDER IN CRL OP(MD) No.8630 of 2025 Date :06/08/2025 PS/SAR.20.08.2025 13P/6C Madurai Bench of Madras High Court is issuing certified copies in this format from 17/07/2023 13/13