(1) SPECIAL leave granted. (2) WE have heard the learned counsel for the appellants as well as the respondent. We have also perused the complaint (FIR) lodged by the Branch Manager of Vijaya Bank on 20/09/1987 and the charge framed by the learned Additional Munsif Magistrate, Guntur in Criminal Case No. 64 of 1989. (3) IN the FIR the facts stated are that M/s Kolla Venkata Subba Rao of Ganapavaram tendered two bills for collection on 28/04/1986 covering lorry receipts Nos. 74222 and 74223 dated 27/04/1986 of Highway Transport Corporation evidencing dispatch of 50 bales of cot- ton under each lorry receipt of the value of Rs. 1,06,268.00 and Rs. 1,27,144.00 drawn on M/s Mahalakshmi Textile Mills Ltd., Pasumalai, Madurai. Sub- sequently, on 7/05/1986, at the request of the consignor the bank pur- chased the said two documents for valuable consideration and sent the same to its Madurai Branch for collection. As the collection could not be effected within normal time the Madurai Branch was contacted and on inquiries it was found that there was no such transport company in Madurai. M/s Mahalakshmi Textile Mills Ltd. had in the meantime writ- ten a letter to the consignor dated 12/08/1986, undertaking to clear all pending bills, one after another, by the end of September 1986. However, the said mill company could not clear the bills whereupon the bank was unable to recover its dues. The Branch Manager of the bank at Guntur thereupon lodged a FIR dated 20/07/1987, alleging that the bank was defrauded by the transport company and the mill company acting in collusion. The entry in the Station Diary made pursuant to the said FIR was to the effect that on 28/04/1986, the consignor who was carrying on cotton business at Ganapavaram produced false documents before the complainant and collected the aforesaid amount of Rs 1,06,268.00 and Rs. 1,27,144.00 in respect of the cotton bales dispatched through the Highway Transport Corporation to the mill company at Madurai. As both the consignor and the consignee failed to clear the dues of the bank the complaint in question was lodged. 1,27,144.00 in respect of the cotton bales dispatched through the Highway Transport Corporation to the mill company at Madurai. As both the consignor and the consignee failed to clear the dues of the bank the complaint in question was lodged. (4) FROM the facts stated in the above complaint it becomes clear that the consignor alone had approached the bank at Guntur and had obtained the aforesaid amounts on the basis of the two lorry receipts evidencing the dispatch of 50 bales of cotton under each receipt to the mill company at Madurai. None of the petitioners herein were in any way concerned with the transaction between the bank and the consignor. The mill company received the bales in due course of business and took pos- session thereof as per the instructions contained in the consignorS notes Annexures C and D dated 27/04/1986. Under the said two documents the consignor instructed the mill company to arrange to take delivery of the cotton bales and pay the lorry charges of Rs. 3,250.00 to the driver of each vehicle. It is, therefore, clear from these two notes Annexures C and D that the mill company was not expected to pay the value of the goods while taking delivery thereof. So far as petitioner 3 is concerned he is the proprietor of National Roadways Corporation. In the FIR there is no reference to him. Petitioners 4 and 5 are the proprietor and manager respectively of Sri Prakasam Transport Company but there is no specific reference to them also in the FIR lodged by the Branch Manager of the bank. (5) THE learned Magistrate framed charges against all the petitioners under S. 406 and 420, IPC. The allegation in the charge is that the consignor dispatched 50 bales of cotton under invoice No. 5 worth Rs 1,06,268.29 and 50 bales under invoice No. 6 worth Rs. 1,27,144.40 to the mill company on 27/04/1986 through the National Roadways Corpo- ration, Madurai. The further allegation is that the petitioner 3 without the knowledge and consent of the consignor sent the said consignments to the mill company through trucks No. TDZ 9295 and TDA 9927, respectively, on 27/04/1986. The bank had made payment at the instance of the consignor and had forwarded the Hundis to its Madurai branch for clearance but no payment was made by the mill company and the Hundis were dishonoured. The bank had made payment at the instance of the consignor and had forwarded the Hundis to its Madurai branch for clearance but no payment was made by the mill company and the Hundis were dishonoured. It is alleged that petitioners 1 and 2 had written to the consignor that they would make the payment but they could not keep up the promise and thereby committed criminal breach of trust, an offence punishable under S. 406, IPC. On the same allegations the second charge has been framed alleging that you petitioners 1 and 2 did not keep up your promise and thereby cheated the bank, an offence punishable under S. 420, IPC. (6) FROM the facts stated in the aforesaid two charges it becomes evi- dent that the amount was collected from the bank by the consignor and none of the petitioners were even remotely privy to that deal. Petitioners I and 2 were not at Guntur and had made no representation whatsoever to the bank authorities. There is no material to show that petitioner 3, was in any way concerned with the arrangement between the consignor and the bank. His name does not figure in the FIR. In the charge also the only allegation is that he entrusted both the consignments to petitioners 4 and 5 of Sri Prakasam Transport Company without the knowledge and consent of the consignor. There is no material to support this allegation because Annexures C and D show to the contrary, inasmuch as there is specific mention therein that the consignment are sent through Sri Prakasam Transport. There is also no positive allegation against petitioners 4 and 5 that they were in league with the other petitioners to defraud the bank. The admitted fact is that the said transport delivered the cotton bales to the mill company and the mill company obtained delivery thereof as per the instructions contained in the consignorS notes Annexures C and D. The instruction is merely to arrange to take delivery and pay the lorry charges to the respective drivers of the vehicles. The mill company was not asked to take delivery against payment i.e. the value of the cotton bales. Mere subsequent promise by petitioners 1 and 2 of the mill company to clear the outstandings by the end of September 1986 and their failure to do so cannot render them liable under Sections 406 or 420, IPC. The mill company was not asked to take delivery against payment i.e. the value of the cotton bales. Mere subsequent promise by petitioners 1 and 2 of the mill company to clear the outstandings by the end of September 1986 and their failure to do so cannot render them liable under Sections 406 or 420, IPC. In mercantile transactions consignments are delivered on credit and very often the payment cannot be made on the due date but that does not attract penal consequences. In the instant case also it appears a letter was written by the officer of the mill company to the con- signor on 12/08/1986 that they will clear all pending bills, one by one, and complete payment before the end of September 1986. Failure to keep this promise cannot convert a purely business transaction into one of a penal nature punishable under S. 406 and 420, IPC. In fact the transport company had delivered the goods to the mill company as directed by the notes Annexures C and D dated 27/04/1986. They were in no way concerned with the arrangement between the consignor and the bank. None of the petitioners were in any manner involved in obtaining money from the bank. There was no privity of contract between the bank and the petitioners nor were they in league with the consignor in defrauding the bank of money. The consignor had long standing business relations with the mill company but it appears that after the textile industry suffered a set-back and the mill company was declared a relief undertaking under Tamil Nadu Act 21 of 1969, the consignor and the bank manager realised that it was not possible to recover the dues from the mill company. The Branch Manager of the bank who had advanced the money to the consignor, therefore, resorted to this method to pressurise the petitioners and to show that he was a victim of fraud. Surprisingly, the consignor who had received payment is not charged but is treated as a prosecution witness. We are, therefore, satisfied, beyond any manner of doubt that this was a business transac- tion, pure and simple, and there is no material on record to show the involvement of the petitioners with the consignor to defraud the bank. Surprisingly, the consignor who had received payment is not charged but is treated as a prosecution witness. We are, therefore, satisfied, beyond any manner of doubt that this was a business transac- tion, pure and simple, and there is no material on record to show the involvement of the petitioners with the consignor to defraud the bank. The responsibility, if at all, was solely of the consignor, and the petitioners had nothing to do with his transaction with the bank. (7) FOR the above reasons we allow this appeal and quash the charge framed under both the heads against the petitioners and discharge them. We may, however, make it clear that any observation made hereinabove will not affect the civil liability, if any, of the mill company or any of the petitioners in respect of the cotton bales in question.