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2. Before adverting to the legal issues it would be appropriate to give a brief background of the case. The Religare Finvest Limited (in short 'Religare') entered into an Assignment Agreement dated 25th July, 2015 with the petitioner No.2/ Strategic Credit Capital Private Limited (in short 'the Strategic') through its Director Padma Vathy/petitioner No.1, for assignment of the loans and receivables along with all rights, title and interest therein for a total consideration of ₹530,02,40,678/- (Rupees five hundred and thirty crore two lakh forty thousand six hundred and seventy eight only). The Assignment Agreement obligated Strategic to issue a Standby Letter of Credit (in short 'the SBLC') for a sum of ₹540 crores in favour of Religare, to guarantee the balance purchase consideration. Religare received an initial purchase consideration of ₹10 crores from Strategic on June 24, 2015 and the balance purchase consideration was required to be given within a period of 90 days from the initial purchase consideration. However, Strategic failed to pay the balance purchase consideration under the Assignment Agreement. So around 22nd October, 2015 Religare informed Strategic that it would invoke the SBLC on account of default in payment of the balance purchase consideration. On the representation of Strategic, SBLC was not invoked and time was agreed to be extended subject to payment of ₹60 crores out of the balance purchase consideration and a Supplemental Agreement was entered in this regard on 30th December, 2015. The SBLC was extended till June 22, 2016. Pursuant to the Assignment Agreement and Supplemental Agreement, Religare transferred the loans, receivables and securities in favour of Strategic as per its demand, however Strategic even failed to pay ₹60 crores as promised. Later to meet the payment obligations, Strategic handed-over a cheque dated 21st March, 2016 bearing No.709845 drawn on HDFC Bank for a sum of ₹180 crores only (in short the cheque in question) in favour of Religare and assured that the balance payment would be made before the agreed date.

3. It is the case of Religare that in order to avoid the payment, Strategic sent an e-mail communication dated 9th June, 2016 to the Religare purporting to terminate the Assignment Agreement and Supplemental Agreement which was duly replied by Religare on 10th June, 2016. When the cheque in question was presented by Religare, the same was returned unpaid by the bankers of Strategic for the reasons 'Refer to Drawer' on the same date i.e. 15th June, 2016. Hence a notice dated 19th June, 2016 was issued to Strategic and other accused asking them to pay within 15 days of receipt of notice failing which Religare will institute legal proceedings including under Section 138 read with Section 141 of the NI Act.

Kindly acknowledge your acceptance.

Regards For Strategic Credit Capital Pvt. Ltd.

Accepted by: Religare Finvest Limited Authorized Signatory."

5. This letter dated 21st March, 2016 is the bone of contention between the parties and major portion of the arguments have revolved on this letter which does not form part of the complaint.

6. Besides the letter dated 21st March, 2016 the other major fact brought to the notice of this Court by Religare is that despite the fact that Strategic sought to terminate the Assignment Agreement and the Supplemental Agreement vide e-mail communication dated 9th June, 2016, Strategic further assigned the loans, receivables and interest to Eleos Finvestia Acquisition Trust (in short 'the Eleos') vide Assignment Agreement dated 25th July, 2015 pursuant whereto Eleos filed a petition being OMP(I)(COMM) No.294/2016 before this Court against Religare and its authorized representative. The pleadings in the said petition of Religare are being relied upon by learned counsel for Strategic whereas learned counsel for Religare submits that despite terminating the Agreement with Religare, Strategic entered into a further Assignment Agreement with Eleos for an aggregate consideration of ₹1260 crores in cash on 28th June, 2016.

v) that the terms of the letter in question were specific and no reply having been given to the said letter, the pleas now being taken are after-thought.

8. Challenging the very maintainability of the present petition, learned counsel for Religare submits that the conduct of the petitioners warrants this petition to be dismissed as after terminating the Agreement with Religare, Strategic entered into an Assignment Agreement with Eleos on 25th July, 2015 which is the mirror image of the Agreement between Religare and Strategic and having paid only ₹10 crores out of ₹540 crores agreed to Religare, Strategic assigned the contract agreement to Eleos for a consideration of ₹1260 crores which sum has admittedly been received by Strategic in cash. It is contended that such a party who misconducts should not be heard the exercise of its discretionary jurisdiction under Section 482 Cr.P.C. by this Court.