The court confirms that service of demand notice to a company suffices for its directors regarding dishonoured cheques, establishing limitations under the Negotiable Instruments Act strictly apply.

JUDGMENT :

MANOJ KUMAR OHRI, J.

1. The present petition has been instituted seeking quashing of the Criminal Complaint bearing Nos.4152/2022 pending before the learned JMFC, NI Act, Patiala House Courts, Delhi.

2. The subject proceedings arise out of the criminal complaint filed by the respondent No. 1/complainant wherein M/s Glazebrooke Trading Private Limited, a Company incorporated under the Companies Act, 1956 has been arrayed as accused/petitioner No. 1, while its Directors are arrayed as accused/petitioner Nos.2 and 3.

3. It is alleged in the complaint that the petitioner No.1 had approached one Pettigo Comercio Intemacional Lda (“Debenture Holders”) seeking financing in the form of unlisted, collateralised, redeemable and non-convertible debentures each bearing face value of Rs 1 lakh of the aggregate nominal value of Rs 150 crores. At request of the petitioner No.1, the complainant company agreed to act as the debenture trustee with respect to the debentures, under a Debenture Trustee Agreement dated 22.10.2020, entered between petitioner No. 1 and the complainant. As per the same, petitioner No.1 drew 13 undated cheques in favour of the complainant company in discharge of its obligation with respect to the debentures. The same were handed over vide a covering letter ensuring that the said cheques would be honoured on presentment. Subsequently, the operations of the petitioner No.1 slowed down and consequently, it defaulted in paying the quarterly coupon amount of Rs.9,37,50,000/- for the quarter ending 22.01.2022, to the complainant, which constituted a violation of the Agreement. Subsequently, the complainant, in accordance with Clause 5.12 of the Debenture Trust Deed, deposited 2 (two) cheques, bearing cheque no. 680413 for an amount of INR 1,50,00,00,000/- (Rupees One Thousand Five Hundred Million only), and cheque no. 680401 for an amount of INR 93,750,000 (Rupees Ninety-Three Million Seven Hundred and Fifty Thousand only), ("Cheques"), both drawn on Punjab National Bank, Kilpauk, Chennai. The said cheques were returned dishonoured vide return memo dated 28.02.2022 with remarks “Funds insufficient”. Demand Notice with regards to the same was issued on 11.03.2022. The dues remained outstanding led the complainant to institute the present proceedings against the petitioners.

4. Learned counsel for the petitioners first and foremost contended that the subject complaint is time barred and filed beyond the stipulated time period provided under Section 142 (b) of the NI Act. It is argued that the legal demand notice under Section 138 of the Act was duly sent to the petitioners via email on 11.03.2022 at their respective email addresses. The notice was successfully delivered to petitioners No. 1 and 3 on 11.03.2022; however, the notice to petitioner No. 2 bounced back, a fact not disputed by the complainant. The 15-day notice period that commenced on 12.03.2022 expired on 26.03.2022. Excluding the day of 27.03.2022, the limitation period for filing the complaint commenced on 28.03.2022 and expired on the corresponding day in the succeeding month, which was 27.04.2022. The complaint in this case was filed on 28.04.2022, which is one day after the expiry of the limitation period. It is also submitted that sending of notice through post or courier to the addressee subsequent to the date of first delivery of notice through electronic mode cannot be treated as the starting date for calculating the period of limitation and that the date on which the first notice has been delivered upon the addressee should be treated