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2. The case of the complainants, in brief, is that they availed a non housing home loan vide Loan Account No.CAL/032661 which was initially sanctioned vide letter dated 29th February, 2012 by First Blue Home Finance Limited which subsequently came to be known as Dewan Housing Finance Corporation Limited (DHFL). As collateral security for the said loan, the complainants mortgaged an immovable property situated at Liluah in the District of Howrah. It is further alleged by the complainant that they repaid loan regularly up to 2019 to 2020. Thereafter, due to Covid-19 and financial constraints, payment of loan become irregular. In October 2020, the complainants approached DHFL for One Times Settlement (OTS). After negotiation one time settlement was arrived at allowing the complainants to pay Rs.33,72,378 towards OTS in 3 equal tranches up to 30th December, 2020. The complainants accepted the OTS and made payment of entire money towards OTS within stipulated period of time. Thereafter, the authorised signatory of DHFL vide letter dated 4th January, 2021 acknowledged closure of loan account on payment of OTS by the complainants. DHFL also issued no due certificate and undertook to return the original property documents within 51 working days to the complainants. In June 2021, the complainant attended the office of PCHFL and requested for return of property documents however the accused No.4 took some time to return the said documents. Subsequently, the accused No.4 visited the office of the complainants and informed them that the loan account had not been settled. Rather 4 EMIs were due and payable by the complainants. He also stated that the loan account may be classified as a non performing asset in case of failure on the part of the complainants to repay the said EMIs. On 22nd June, 2021 the representatives of the complainants went to the office of PCHFL and met accused No.4 and handed over all copies of communications during the period between 28th October, 2020 and 4th January, 2021 stating, inter alia, that the loan account was already settled on payment of OTS. Accused No.2, however denied the authenticity of the communications contending that OTS had not been issued under the appropriate authority of DHFL. Subsequently, vide letter dated 11th June, 2021 PCHFL through its authorised Advocate demanded overdue amounts of the EMIs with a threat to initiate a proceeding under the Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI).

4. It is contended on behalf of the petitioners that during the period for which the complainants claimed one time settlement of the dispute by DHFL it was admitted into Corporate Insolvency Resolution Process (CIRP) under the Insolvency and Bankruptcy Code, 2016 (IBC). Sometimes in 20th November, 2019, the Reserve Bank of India superseded the board of directors of DHFL in exercise of powers conferred under the RBI Act, 1934 and appointed one Mr. R. Subramaniakumar as the Administrator of DHFL. Subsequently, in the month of November, 2019 itself, the RBI filed a Company Petition before the NCLT for initiation of CIRP of DHFL under the provisions of IBC. Vide order dated 3rd December, 2019, the tribunal admitted the Company Petition and confirmed appointment of Mr. R. Subramaniakumar as the Administrator of DHFL to perform all the functions of the resolution professional and complete the CIRP. On 24th December 2019, the committee of creditors of DHFL was formed. On 22nd December, 2020 PCHFL submitted a resolution plan which was approved by the Committee of Creditors (CoC). Subsequently, upon an application filed by the administrator, the resolution plan was approved by the NCLT vide order dated 7th June, 2021. Vide plan approval, NCLT granted prima facie approval for the reverse merger of Erstwhile Piramal into DHFL. Pursuant to the approval of the resolution plan and in the interregnum, DHFL came to be vested with the monitoring committee which comprised of the Administrator, three representatives of CoC, two representatives nominated by Erstwhile Piramal. The NCLT also appointed one Mr. Ashok Kakkar, Chief Commissioner of Income Tax (retired) in the capacity of an observer cum permanent invitee. The Monitoring Committee was appointed largely to supervise the implementation of the resolution plan. On 30th September, 2021, the Erstwhile Piramal merged into a DHFL resulting in the birth of new entity i.e, PCHFL. After the said reverse merger, on 30th September, 2021 the petitioner No.2 was appointed as a Director of PCHFL and subsequently on 7th October, 2021 the petitioner No.1 became the Director of the said concern. Therefore, the petitioners were in no way connected with the affairs of First Blue Home Finance Limited (FBHFL) or Dewan Housing Finance Corporation Limited. They were also not connected in any way with the loan transaction between the complainants and DHFL. The loan was sanctioned in the month of February, 2012. It is also contended by the learned Senior Counsel on behalf of the petitioners that DHFL had no authority in the month of October, 2020 to settle the loan account of the complainants by one time settlement because of the fact that the Corporate Insolvency Resolution Process was initiated against DHFL in the year 2019 and the board of directors of DHLF was superseded by an independent administrator by the Reserve Bank of India vide press release dated 20th November, 2019. Learned Senior Counsel on behalf of the petitioners also submits that neither the board of directors nor the authorised officer of DHFL had any authority to settle the loan account on the basis of complainants' prayer for one time settlement in October, 2020.

8. Thus, it is submitted by Mr. Ganguly that the criminal proceeding against the present petitioners is liable to be quashed exercising the guideline contained in paragraph 102.1, 102.3 and 102.7 of the Bhajan Lal's case, 1992 Supp (1) SCC 335.

9. Mr. Sabir Ahmed, learned Advocate for the opposite parties, on the other hand, submits that the business of DHFL was either merged or taken over by PCHFL through insolvency process initiated by the Reserve Bank of India against DHFL and corresponding orders passed by the NCLT. In view of such merger PCHFL acquired the business of DHFL with all its assets and liabilities. DHFL regularized the loan account of the complainants by one time settlement. The complainant deposited entire settled amount in three tranches. Subsequently, PCHFL cannot deny the said one time settlement of the loan account of the complainants and consequent return of their property documents. It is submitted by Mr. Ahmed that the subsequent directors cannot deny the liability of the previous directors. They cannot deny one time settlement. In this regard he specifically relies on a document annexed at page 77 of the revisional application wherein DHFL unequivocally stated that no outstanding amount was due to the complainants. It is submitted on behalf of the complainants that deception by DHFL continued even when petitioner No.1 and 2 took over the charge as directors of PCHFL. In view of such circumstances the learned Magistrate found that prima facie case against the petitioners was established and the criminal proceeding cannot be quashed at this stage without trial.

10. In the instant revision we are concerned with the involvement of the petitioners in the alleged offence.

11. It is not in dispute that the petitioners were not connected in any way with First Blue Home Finance Limited who sanctioned loan in favour of the complainants. They were also not connected with DHFL. The petitioner No.1 became the director of PCHFL with effect from 7th October, 2021 and the petitioner No.2 with effect from 30th September, 2021. It is stated in detail that before the petitioners being the directors the DHFL went through corporate insolvency resolution process. PCHFL submitted a resolution plan on 22nd December, 2020 which was approved by the CoC and the said company was merged into and with DHFL. After merger the petitioners became the directors. They cannot be held to be liable for any act done by or on behalf of DHFL.