The main legal point established is the requirement for thorough investigation to determine the validity of resolutions and the misappropriation of funds, emphasizing the need for proper examination and expert opinion.

1. The Revision Petitioner is the defacto complainant and he is a majority shareholder and Director of M/s. Kumudam Publications Private Limited. The father of the petitioner Late Mr.S.A.P.Annamalai is the founder of "Kumudam" in the year 1947 by investing their family properties. Mr.P.V.Parthasarathy was working as a Manager and later was given an opportunity to become Publisher. Subsequently, the petitioner gave an opportunity to Mr.P.Varadarajan s/o Mr.P.V.Parthasarathy to manage the business of M/s Kumudam Publications Pvt. Ltd. The family of Mr.P.Varadarajan was allotted one-third shares in the company without payment of any consideration. The revision petitioner had later on given chance to P.Varadarajan for administering Kumudam Publications Pvt. Ltd. in the absence of petitioner and P.Varadarajan had taken over all the responsibilities in the administration. During the course of administration, the said P.Varadarajan had committed forgery, misappropriation, cheating to the tune of Rs.25 crores belonging to Kumudam Publications Pvt. Ltd.

2. The petitioner lodged a complaint against him before the Commissioner of Police, Chennai on 21.04.2010, alleging that the second respondent namely Mr.Varadarajan was working as Manager in the Defacto Complainant's Publications when the management was with the father of the defacto complainant and due to long standing he was looking after the publications and his salary was originally fixed as Rs.5 lakhs per month and it was increased as 6.25 per month on 27.12.2004. When the petitioner had enquired about the salaries taken by the accused during the year 2007-2008, the accused had then produced a forged the minutes of the Board Meeting dated 10.1.2007 on his own had written his remuneration as "to Ten Lacs only" without the approval and knowledge of the petitioner and thereby misappropriated Rs.4 Crores as managerial remuneration. There was falsification of accounts in purchasing news print paper, advertisement, etc. Inspite of the repeated demands by the petitioner, the accused had refused to provide financial information as required by him, which clearly shows that he was having access to the files under his custody, manipulated the accounts particulars. The petitioner did not approve the accounts and financial statements submitted by the accused at the Board Meeting for the year 31.3.2008 and 31.3.2009. The said complaint was registered in Crime No.196/2010 u/s 420, 465, 468 r/w 471 IPC, on the file of the first respondent . Thereafter, P.Varadarajan was arrested and later, released on bail. Thereafter, after examination of witnesses it appears, they issued interrogatory questionnaire to the second respondent and they able to get some reply. Subsequently, the respondent examined the petitioner, his mother and only two staff of the petitioner's organisation in the year 2011 and closed the case as 'mistake of fact'. Even though the referred charge sheet has been sent to the Magistrate, no notice was served on the complainant. Thereafter, after getting all those things, the complainant has filed Protest Petition before the Chief Metropolitan Magistrate, Egmore, Chennai on 21.08.2012 and the same was dismissed by the order dated 11.10.2013 made in Crl.M.P.No.4063 of 2012. Aggrieved by the said order, the petitioner has come forward with the present revision.

3. The learned senior counsel appearing for the petitioner has raised three contentions, the first one is the remuneration of the second respondent has not been increased from 6.25 laks per month to 10 lakhs, whereas the accused had produced a forged the minutes of the Board Meeting dated 10.1.2007 on his own had written his remuneration as "to Ten Lacs only" without the approval and knowledge of the petitioner and thereby misappropriated Rs.4 Crores as managerial remuneration.

4. The second contention raised by the learned senior counsel is that the accused has also produced minutes of the Board Meeting held on 25.04.