Aditya Gupta & Anr. vs. State Of Gnct Delhi & Anr.
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The petitioners, Aditya Gupta & Anr., filed a petition under Section 528 of the Bharatiya Nagarik Suraksha Sanhita, 2023, seeking to quash FIR No. 0287/2024 registered under Sections 420, 467, 468, 471, and 120B of the Indian Penal Code, 1860. The FIR was based on a complaint by an authorized representative of Ellora Infratech Pvt. Ltd. The complainant alleged that Cloud 9 Projects Pvt. Ltd., through its promoters including the petitioners, and a broker, misrepresented a real estate project. Specifically, they were accused of showing a brochure of a 43-storey tower with apartments on the 37th floor, which allegedly did not exist in the sanctioned plan. The complainant paid ₹1 crore as a booking amount. The FIR also alleged that GST amounts collected were not deposited and substantial land dues were outstanding. The petitioners contended that the matter was a commercial dispute, citing various agreements, arbitral proceedings, and an earlier FIR lodged by their company against the complainant. They also highlighted inconsistencies in the complainant's narrative regarding the purpose of the ₹1 crore payment and emphasized their resignation as directors in 2017, arguing a lack of specific allegations against them.
Held
The Court noted that the allegations in the FIR concerned economic offences involving cheating, forgery of sanctioned plans, and use of forged documents in a real estate project. While acknowledging the material contentions raised by the petitioners, including the alleged inconsistencies in the complainant's narrative and their resignation as directors, the Court found it inappropriate to record a concluded view at the investigation stage. The Court referred to the settled principles governing its inherent jurisdiction under Section 528 BNSS (formerly Section 482 CrPC) to quash an FIR, emphasizing that such power is to be exercised sparingly. The Court noted the State's submission that the investigation was ongoing and no coercive action was contemplated. Consequently, the petitioners sought to withdraw the petition with liberty to avail appropriate remedies later. The Court dismissed the petition as withdrawn, granting the liberty prayed for. It clarified that the investigating agency must consider the documents and contentions presented by the petitioners, including their resignation and the existence of parallel proceedings, and take an informed view on their role. The Court explicitly stated that its order did not express any opinion on the merits of the allegations or the defenses.
Key Issues
1. Whether the allegations in FIR No. 0287/2024, even if taken at face value, disclose any offence under Sections 420, 467, 468, 471, and 120B of the Indian Penal Code, 1860, warranting the quashing of the FIR under Section 528 of the Bharatiya Nagarik Suraksha Sanhita, 2023? Petitioner's Arguments: The petitioners argued that the FIR should be quashed because the dispute was fundamentally commercial, not criminal. They contended that the complainant had provided inconsistent accounts of the ₹1 crore payment, describing it as a booking amount, consideration under a Master Agreement, and a loan in different fora. They also asserted that as directors who resigned in 2017, there were no specific allegations detailing their individual roles in any alleged misrepresentation, inducement, or use of forged documents. They relied on Supreme Court decisions emphasizing that directors cannot be held liable without specific allegations of their personal involvement. Respondent's (State) Arguments: The State, through the Additional Public Prosecutor, submitted that the investigation was in its nascent stage and that the investigating agency was examining documentary evidence, including company records, sanction plans, and financial transactions. The State indicated that no coercive action was contemplated against the petitioners at that point.
Sections Cited
Section 528, Section 193
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Cause title — parties, addresses and appearances
O R D E R %
2025
This petition under Section 528 of the Bharatiya Nagarik Suraksha Sanhita, 20231 (corresponding to Section 482 of the erstwhile Code of Criminal Procedure, 19732) seeks quashing of FIR No. 0287/2024 registered under Sections 420/467/468/471/120B of the Indian Penal Code, 18603 at P.S. Okhla Industrial Area.
The FIR emanates from a complaint dated 12th January, 2024, submitted by Respondent No. 2, authorised representative of Ellora Infratech Pvt. Ltd. The complainant alleges that Cloud 9 Projects Pvt. Ltd., through its promoters (including the Petitioners) and broker, marketed a premium real estate project “Lotus Boulevard Espacia / Lotus Peak” at Noida. It is alleged
1 “BNSS” 2 “Cr.P.C.” This is a digitally signed order. The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 08/12/2025 at 11:31:57
CRL.M.C. 8503/2025 that, in October 2015, the broker and certain co-promoters visited the complainant’s office, showed a brochure of Tower 31 described as a 43- storey tower, and proposed to sell Apartments 3701 and 3702 on the 37th floor. On the basis of those representations and after a telephonic conversation said to have taken place with Petitioner No. 1, the complainant issued cheque no. 766664 dated 29th October, 2015 for ₹1 crore in favour of Cloud 9 Projects Pvt. Ltd. towards “booking amount” for the two apartments.
The complainant further alleges that a photocopy of the sanctioned plan of the project, obtained from the accused, later revealed that no 37th floor existed in Tower 31 and that Apartments 3701 and 3702 did not figure in the sanctioned layout issued by the Noida Authority. It is also alleged that the same apartments were shown as sold to another entity, Task Infotech Pvt. Ltd., that the amounts collected towards GST were not deposited with the authorities, and that substantial land dues were outstanding against the company with the Noida Authority. On this basis, it is alleged that the promoters and broker acted in concert to use forged or misleading plans, dishonestly induced payments, and caused wrongful loss to the complainant.
The petitioners, on the other hand argue an elaborate commercial background. They state that Cloud 9 Projects Pvt. Ltd. was a special purpose vehicle for the project at Noida. The 3C Group controlled the day-to-day affairs of the company and the complainant, far from being a retail homebuyer, was a long-standing business associate of the 3C Group. They rely on a series of agreements (including a Master Agreement for an entire tower, a tripartite construction agreement, and a supplementary agreement),
3 “IPC” This is a digitally signed order. The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 08/12/2025 at 11:31:57
CRL.M.C. 8503/2025 subsequent arbitral proceedings between Ellora and the company, and an earlier FIR lodged by the company against Ellora, to contend that the controversy is at its core a commercial fallout and not a case of cheating or forgery.
A substantial part of the petition is devoted to pointing out what are said to be irreconcilable inconsistencies in the complainant’s own narrative about the purpose of the very cheque of ₹1 crore dated 29th October, 2015. It is pointed out that, while the FIR describes this cheque as “flat booking amount”, the complainant has, in arbitral pleadings and a separate quashing petition relating to FIR No. 70/2022, described the same payment as consideration under the Master Agreement for purchase of an entire tower; and that in the complainant’s audited balance sheet it is shown as a loan to the company. On this basis, the petitioners allege deliberate suppression of material facts and even perjury.
The petitioners also rely on the fact that they resigned as directors of the company on 31st March, 2017, emphasise that the FIR contains only two stray references to them (a “telephonic confirmation” by Petitioner No. 1 and a “meeting” attended by both petitioners), and urge that there is no specific allegation of any misrepresentation, inducement, or use of a forged document by either of them. They invoke the well-settled principle that criminal law does not recognise vicarious liability for company directors unless the statute expressly provides for it, and rely on Supreme Court decisions holding that directors cannot be proceeded against in the absence of specific allegations detailing their individual role. They submit that mere designation or status as a promoter or director is insufficient to attract criminal liability. This is a digitally signed order. The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 08/12/2025 at 11:31:57
CRL.M.C. 8503/2025 7. At this stage, when the matter is under investigation, it is not appropriate to record any concluded view on these rival positions. For present purposes, it is sufficient to note that the allegations in the FIR concern economic offences involving cheating, forgery of sanctioned plans, and use of forged documents in a large real estate project.
While, the Petitioners’ contentions are also material, Mr. Mukesh Kumar, APP for the State, on instructions states that the investigation is still at a nascent stage. He submits that the investigating agency is presently examining the documentary trail, including company records, sanction plans, financial transactions, and proceedings before other fora, and that no coercive action is contemplated against the petitioners at this point.
The contours of the juri iction under Section 528 BNSS (earlier Section 482 CrPC) to quash an FIR at the stage of investigation are by now settled: the inherent power is wide but is to be exercised sparingly and with circumspection, in the rare categories illustrated in State of Haryana v. Bhajan Lal,4 where the allegations even if taken at face value do not disclose any offence, or where continuation of the proceedings would amount to manifest abuse of process or oppression. The Supreme Court has reiterated in M/s Neeharika Infrastructure Private Limited v. State of Maharashtra,5 that the High Court does not ordinarily undertake a mini-trial while an investigation is in progress, and should be slow to interdict a bona fide probe into cognisable offences, save in exceptional circumstances.
The submissions advanced on behalf of the petitioners are not brushed aside. They may well furnish arguable grounds at an appropriate stage, if the 4 1992 Supp (1) SCC 335 5 2021 SCC OnLine SC 315 This is a digitally signed order. The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 08/12/2025 at 11:31:57
CRL.M.C. 8503/2025 investigation culminates in a report under Section 193 BNSS (corresponding to Section 173 CrPC) that is adverse to them. These aspects, including the petitioners’ specific factual assertions and the material relied upon are for the investigating agency to examine in detail in the course of the probe, as Mr. Mukesh Kumar has stated shall be done.
In view of the above the statement and since no coercive action is presently contemplated against the petitioners, as stated by the APP, counsel for the petitioners seeks leave to withdraw the petition, with liberty to avail appropriate remedies in accordance with law in the event any coercive measure is taken or if they remain aggrieved after the investigation attains finality.
The petition is accordingly dismissed as withdrawn, with liberty as prayed for. It is clarified that, while completing the investigation, the investigating agency shall duly consider the documents and contentions brought on record by the petitioners, including their claim of having resigned from the company’s management in 2017 and the existence of parallel civil and arbitral proceedings, and shall take an informed and independent view on their role, if any, on the basis of the material collected.
It is clarified that nothing in this order shall be construed as an expression of opinion on the merits of the allegations in the FIR or on the defences sought to be raised; all rights and contentions of the parties are left open.
SANJEEV NARULA, J DECEMBER 1, 2025/ab This is a digitally signed order. The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 08/12/2025 at 11:31:57
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