1. The petitioners seek quashing of the criminal complaint case No.161/1/2010 of 2009 titled as M/s. G.D. Foods Manufacturing (I) Pvt. Ltd. Vs. Kotak Mahindra Bank Ltd. & Ors., inter alia, on the grounds that a perusal of the complaint would show that only a civil dispute was made out. The allegations in the complaint do not make out the ingredients of offence punishable under Section 420 IPC. The learned Trial Court committed grave error in permitting the complainant to place on record selectively only one page of the Master Facility Agreement (MFA). The complete MFA would have given the contours of the entire transaction between the parties. The Trial Court also failed to appreciate the mandate of Section 202 Cr. P.C. and without conducting an enquiry issued summons despite the fact that the petitioners in Crl.M.C.3427/2011, Crl.M.C.3538/2011 and Crl.M.C.3540/2011 are residents beyond the territorial jurisdiction of the Trial Court.

2. Respondent/ complainant filed a complaint case against the petitioners in the four petitions alleging that in the month of September-October 2007, the complainant company was approached by Shri Mayur Mehta, Senior Manager ECG and Shri Ajay Bhargava, Chief Manager ECG alluring the complainant company to stop its banking with its previous banker i.e. HDFC Bank Ltd. with a dishonest intention to entrap the complainant into their vicious circle of squeezing higher rate of interest. The Kotak Mahindra Bank Ltd. (hereinafter referred to as Bank) offered to charge interest @ 11% per annum after providing a margin of 5.50% to the existing Bank Prime Lending Rate (in short BPLR) which was 16.50% at that time. Enhancement of credit limits as enjoyed by the complainant company from HDFC was also offered. Thus the clear offer of the bank was that it shall charge the agreed interest @ 11% per annum (16.50% - 5.50% = 11%) since the complainant company was already availing cash credit loan and term loan @ 11% per annum from its current bankers i.e. HDFC bank subject to the fluctuations of the BPLR, which is changed by the bank after considering the monetary policy declared by the Reserve Bank of India from time to time. The “In-Principle Offer” dated 15th October 2007 was given to the complainant containing the following interest clauses:

Part I : Cash Credit Limit

Pricing : PLR-5.5%P.A.floating linked to PLR

Part III : Term Loan Limit

Pricing : PLR-5.5%P.A. floating linked to PLR.

The “In-Principle Offer” also noted the pre-payment charges as under:

“i. Pre-payment not allowed within twelve months of disbursement.

ii. Pre-payment allowed with pre-payment charges of 1% for the period 13 to 18 months from the date of disbursement.

iii. Pre-payment allowed freely after 18 months from the date of disbursement without any pre-payment charges.”

3. Since the complainant company objected to the pre-payment charges, the bank agreed to delete the same and issued a sanction letter dated 10th January 2008 having no pre-payment charges clause. Later on HDFC bank insisted for multiple banking for which both the banks agreed and thus the bank issued a multiple banking sanction letter dated 15th February 2008 which also did not contain any pre-payment charges clause. The bank got signed the already printed MFA on 16th February, 2008 after issuance of sanction letter dated 15th February, 2008. The MFA was subject to terms and conditions already mentioned in the sanction letter dated 15th February 2008 which did not have any such pre-payment charges and it was further clarified that in the event of their being a conflict between the sanction letter and the MFA, the sanction letter shall prevail over the MFA. Thus the complainant signed the MFA without going into each and every clause since the same was voluminous. The said MFA had a pre-payment charges clause in Para 6.2 which refers to the sanction letter. The complainant company received a letter dated 25th July 2008 whereby the agreed margin was reduced from 5.5% to 4.7%