IMPORTANT POINT
The main legal point established in the judgment is the requirement of a legally enforceable debt or liability for an offence under Section 138 of the N.I. Act, the strict construction of penal provisions, and the exercise of power under Section 482 Cr.P.C. for quashing criminal proceedings.

JUDGMENT :

1. List has been revised and the case is being taken up in the revise call.

2. Heard Shri Raghvendra Singh, learned Senior Advocate assisted by Shri Abhishek Singh, learned Counsel for the applicants, Shri Sachin Upadhaya, Advocate holding brief of Shri Praveen Tripathi, Advocate as well as Shri Amandeep Singh, learned Counsel for the opposite party No.2 and Shri Anirudh Kumar Singh, learned A.G.A-I for the State-opposite party No.1. No counsel appeared on behalf of the opposite party No.3 whereas name of Shri Shakti Krishna Chaube, Advocate is shown in the cause list.

3. The instant application has been moved on behalf of the applicants with a prayer to quash the summoning order dated 22.07.2022 passed in Complaint Case No.83520 of 2021, under Section 138 N.I. Act, Police Station P.G.I., District Lucknow as well as to set aside the entire proceedings in pursuance thereof pending before the learned Presiding Officer, Additional Court No.10, Lucknow.

4. Learned counsel for the applicants submitted that the present case arises out of complaint preferred by the opposite party no.2. The applicant no.1 is a company incorporated under the Companies Act, 1956 bearing Corporate Identification Number (CIN) U60301UP1957PLC023015 and having its registered office at Mehrab Tower, Sixth Floor TC-16V, Vibhuti Khand, Gomti Nagar, Lucknow (hereinafter referred as “Company” for sake of brevity). The applicant no.2 is the Managing Director of the Company and the affairs of the Company are run and managed by him.

5. Learned counsel for the applicants further submitted that on 17.11.2021, the opposite party no.2 preferred a complaint under Section 138 of Negotiable Instruments Act, 1881 (hereinafter referred to as "N.I. Act" for the sake of brevity) against the applicants before the learned trial court alleging there in that the applicant no.2 and other co-accused persons contacted him on behalf of the Company for the purpose of sale of hotel and authorized him to deal for the sale of it and agreed to pay Rs.10 Crores as a fee for the services to be rendered by him vide alleged Memorandum of Understanding (Annexure No.4) (hereinafter referred to as "MoU" for the sake of brevity) which was executed between them. It has been further alleged in the aforesaid complaint that in lieu of the services rendered by the complainant, the accused issued two account payee cheques, which were dishonored, as such, the accused are liable to be prosecuted for committing the offence under Section 406, 420 I.P.C. as well as Section 138 of N.I. Act. It was also alleged by the opposite party No.2 that an authorization-cum-declaration letter dated 14.08.2020 was issued by the Director (Vishnu Kumar Pandey) of applicant No.1 Company in favour of opposite party No.2 (Annenxure No.5).

6. Learned counsel for the applicants further submitted that the opposite party no.2 submitted his statement on affidavit under Section 145(1) of N.I. Act read with Section 200 Cr.P.C. which is nothing but the reiterated version of the complaint made by the opposite party No.2 against the applicants.

7. Learned counsel for the applicants further submitted that on perusal of the authorization letter dated 14.08.2020, it would reveal that the alleged authorization letter as claimed by the opposite party No.2 has been issued for the specific time period of 15 working days i.e. from 16.08.2020 till 30.08.2020 and there is no averment in the complaint made by the opposite party No.2 that the said letter has been extended further. He further submitted that there was no debt on the date 24.06.2021 when the alleged cheques were issued as admittedly the sale of the hotel took place on 12.07.2021. It is admitted case of the complainant that the alleged authorization letter has not been issued by the applicant no.2, who being a Managing Director is solely authorized to issue any such letter on behalf of the Company.

8. Learned Counsel for the applicants further submitted that the alleged two cheques