( 1 ) IN this petition which is filed under Section 482 of the Code of Criminal Procedure, 1973 (the Code for short hereinafter), petitioners against whom Criminal complaint No. 918 of 2001 is filed in the Court of learned chief Metropolitan Magistrate, Ahmedabad in which the process has been issued, have prayed to quash and set aside the said complaint and process issued thereunder on the grounds stated in the petition.

( 2 ) A private complaint came to be filed in the Court of learned Chief Metropolitan Magistrate, Ahmedabad by respondent No. 2, GDR Securities Limited (hereinafter referred to "gdr" for the sake of brevity and convenience) against petitioner No. 1, Aptech Limited (hereinafter referred to as "aptech" for the sake of brevity and convenience), its Directors and authorized signatory for commission of the alleged offence under Section 138 of the Negotiable Instruments Act (the Act for short hereinafter ). 2 (i) it is inter alia alleged in the said complaint by the complainant - respondent No. 2 herein "gdr" that the complainant had entered into a franchise agreement with Aptech dated 21. 9. 1996 and in pursuance of the said agreement, GDR had started Asset International Center at B-61, Pariseema Complex, C. G. Road, Near Lal Bungalow, Ahmedabad. As per the terms of the franchise agreement dated 21. 9. 1996, the entire amount collected by the Asset International Center towards the fees was first sent to Aptech alongwith all necessary details and particulars. Aptech and their auditor, after verifying and checking the details of the accounts submitted by GDR, used to retain 20% of the total amount and issued cheque in the name of GDR for the balance 80% of the amount. 2 (ii) aptech started indulging into financial irregularities and acting contrary to the terms of franchise agreement dated 21. 9. 1996 and, therefore, Director of GDR personally visited the Regional Office of Aptech at Vadodara on 24. 7. 2001 to get the details of the amount due and payable by Aptech to GDR as per the terms of franchise agrement dated 21. 9. 1996. Aptech supplied the statement of accounts of GDR wherein it was found that an amount of Rs. 33,13,634. 07 paise was outstanding due and payable by Aptech to GDR as on 24. 7. 2001. Aptech not only supplied the statements of accounts to GDR but also verified and confirmed the details of the outstanding dues of Rs. 33,13,634. 07 paise as mentioned in the said statement of accounts. In other words, Aptech admitted and accepted its liability of Rs. 33,13,634. 07 paise which was outstanding due and payable to GDR. 2 (iii) it is further case of the complainant GDR that Aptech issued a cheque dated 24. 7. 2001 bearing No. 825749 drawn on Dena Bank, Law College Branch, Ahmedabad in favour of the complainant GDR towards the outstanding dues. The said cheque was presented for encashment in the Central Bank of India, Gandhi Road Branch, Ahmedabad on 14. 8. 2001 and to the utter shock and surprise of GDR the said cheque was returned dishonoured on 17. 8. 2001 with an endorsement "account closed". It is further averred in the complaint that accused No. 2 is the Chairman of Aptech, accused Nos. 3, 4, 5, 6 and 7 are Directors of Aptech, accused Nos. 8 and 9 are Executive Directors, accused No. 10 is the authorised signatory of accused No. 1 Aptech and they are in charge and responsible to Aptech for the conduct of business of Aptech and all the accused are responsible for day-to-day conduct and affairs of Aptech at the time the offence was committed and, therefore, all the accused have committed a criminal offence under section 138 of the Act. 2 (iv) gdr had addressed a statutory notice to each of the accused under section 138 of the Act on 29. 8. 2001 and the same was sent by Registered Post A. D. Despite service of notice to each of the accused, no amount has been paid to GDR. It is further averred that instead of making the payment of the amount of cheque on receipt of statutory notice by