GURVINDER SINGH TOOR Vs. ROHIT MALHOTRA

JUDGEMENT

(1.) The petitioner has approached this Court by way of this petition, seeking quashing of the Complaint Case No. 2435/2020, titled "Rohit Malhotra v. Gurvinder Singh Toor" under Sec. 138 of the Negotiable Instruments Act, 1881 [hereafter NI Act"] pending before the learned Metropolitan Magistrate, West District, Tis Hazari Court, Delhi [hereafter Magistrate"].

(2.) Brief facts of the case, as set out in the petition and evident from the complaint filed in this case, are that the petitioner is the Principal Director of a company incorporated under the name Zoi International Company Ltd. [hereafter the Company"], which is engaged in the business of textiles and used garments. The respondent herein was also one of the Principal Directors of the Company, holding 45% equity shareholding. He resigned from the directorship of the Company on 6/7/2020. The respondent had initially met the petitioner along with one Mr. Manish Alag in November 2018 to discuss a business project aimed at establishing a branch of the Company in Thailand. Pursuant to these discussions, the respondent decided to collaborate in the business and purchased 45% of the Company's shareholding. However, owing to certain disputes among the directors, the respondent, in February 2020, decided to sell his 45% equity stake in the Company. It was agreed that the petitioner would purchase the respondent's shares for a total consideration of Rs.1,90,00,000.00. Since the petitioner needed time to arrange the funds, the parties agreed that a formal Share Purchase Agreement would be executed at a later date.

(3.) At the respondent's insistence, a Memorandum of Understanding (MoU) was executed on 14/2/2020, wherein it was recorded that the respondent would resign from his position as Principal Director, and that a proper Share Purchase Agreement would be executed thereafter, followed by the payment of the agreed consideration. On the same date, i.e., 14/2/2020, the petitioner issued two post-dated cheques - cheque no. 385471 dtd. 30/3/2020 for Rs.1,13,50,000.00 and cheque no. 385472 dtd. 26/3/2020 for Rs.76,50,000.00, both drawn on Axis Bank Ltd., Gandhidham, Gujarat [hereafter the said cheques"] - towards the total consideration amount, in anticipation of the execution of the Share Purchase Agreement.