JUDGMENT : Sudip Ahluwalia, J. 1. This revisional application has been filed with the prayer for quashing the proceedings arising out of Complaint Case No. 829 of 2012 pending in the Court of the Learned Metropolitan Magistrate, 16th Court at Calcutta. Cognizance in the said case was taken by the Learned Court in respect of the offences under Sections 465/468/471/420/477A/ 403/120B/34/114 of the I.P.C. The complainant in the case was one of the Directors of the company “Matri Kalyan Nursing Home Pvt. Ltd.” having its registered office at 14 Ultadanga Road, Police Station – Burtala. It has been made out that the Company at the time of its inception had three Directors including the complainant, the present petitioner who is accused no. 1 in the complaint and a third person, namely Susanta Chandra. Each of the three Directors had shares totalling 300 in all, and individually held 100 shares each. 2. The petitioner/accused no. 1 being a Doctor and well versed in medical matters was accordingly entrusted with the job of running the Nursing Home located at Katwa in the District of Burdwan. The allegation of the complainant was that the same is established on the land and building belonging to all the three Directors jointly. It may be mentioned that the other accused persons in the Complaint case, who are not the petitioners here are stated to be wife of the petitioner (accused no. 2), its two Managers (accused nos. 3 and 4) and the Chartered Accountant entrusted to look after the Accounts related matters of the Nursing Home (accused no. 5). 3. A number of allegations have been made out in the original complaint to the effect that the accused persons have defalcated the proceeds generated through running of the Nursing Home. It has been further alleged that while the petitioner had been entrusted to look after day to day administration of the Nursing Home, he prevented the other Directors from entering the premises, and also put the chamber of the Managing Director located in the premises under lock and key, apart from taking away valuable documents pertaining to the establishment and running of the Company forcibly. 4. 4. However, the substantive allegations against the petitioner as also the other accused persons which have emerged before this Court are that there have been many wilful misrepresentations on the part of the petitioner regarding certain specified declarations before the Registrar of Companies, on account of which the original Directors excepting the petitioner himself have suffered huge damage, and that certain decisions such as induction of new Directors and changing of the registered office from Ultadanga Road to Katwa had been made by the accused persons with the dishonest intention to defraud the affected persons including the original two Directors who were holders of shares at par with the petitioner. Furthermore, a false declaration was allegedly given by the petitioner which shows a total wash out of the original equity capital. The two other Directors including the compliment have not even been recognized as shareholders subsequently. The allegation in this regard is that all such actions were taken by the accused with the dishonest motive to usurp the shares and legitimate dues of the original Directors, and were also done by adopting patently illegal and dishonest means after wilfully sidetracking the provisions and procedures originally prescribed in the Company’s Memorandum of Association, and the relevant Articles of Association. 5. The contention of the petitioner in this regard is that all the actions allegedly imputed to him in the complaint are essentially matters arising out of civil disputes between the three shareholders and civil proceedings regarding the controversy are already pending before the Competent Court. It has also been contended that there is no question of the petitioner wrongfully ousting the complainant or anyone else, as he was admittedly already in possession and charge of the Nursing Home since the time of its inception, and his visible right in the same has even been recognized by a Division Bench of this Court which had appointed him as a Receiver without remuneration with the duty to carry on the Administration and Management of the Nursing Home in F.M.A. No. 579 of 2010 with F.M.A. No. 662 of 2010. To further support his case, certain decisions of the Supreme Court have been cited on behalf of the petitioner. 6. In Suneet Gupta vs. Anil Triloknath Sharma & Others with Suneet Gupta vs. Swami Raote & Another, reported in (2008) 3 SCC (Cri) 920, the Supreme Court observed:- “17. To further support his case, certain decisions of the Supreme Court have been cited on behalf of the petitioner. 6. In Suneet Gupta vs. Anil Triloknath Sharma & Others with Suneet Gupta vs. Swami Raote & Another, reported in (2008) 3 SCC (Cri) 920, the Supreme Court observed:- “17. The record further reveals, as stated by respondent Nos. 1, 2 and 3 in the counter- affidavit, that it was contended by the accused that the matter was civil in nature and based on commercial transactions and there was a dispute between the parties and as such there was no element of mens rea.………… 19. The High Court, in the circumstances, observed as under: "This is really a case of one partner trying to drag the principal company into a criminal litigation to recover dues which the principal had paid to the other partner………… The Court proceeded to state: "The complaint of Suneet Gupta and the steps taken by the police have clearly converted a tri-partite civil dispute into a criminal one and have involved the managers of the principals in a dispute between the partners of the firm." 21. By passing the impugned order and quashing criminal proceedings, in our opinion, the High Court has neither committed any error of law nor of jurisdiction which deserves interference in exercise of power under Article 136 of the Constitution.” 7. In Hiralal & Others vs. State of Uttar Pradesh & Others, reported in (2009) 3 SCC (Cri) it was observed:- “10. Appellants filed an application under Section 482 of the Code which by reason of the impugned judgment has been dismissed. The High Court in its impugned judgment refused to go into the merit of the matter that the defence of the accused cannot be considered at that stage and they can raise all contentions at the time of framing of the charges. 13. The dispute between the parties is essentially civil in nature. The Will in question is a registered Will. Whether it is surrounded by suspicious circumstances or not is a matter which may appropriately fall for determination in a testamentary proceeding. Prima facie, a Civil Court has found the said Will to be genuine. A complaint petition filed by the third respondent has been rejected. A revision application filed there against has also been dismissed. 18. Whether it is surrounded by suspicious circumstances or not is a matter which may appropriately fall for determination in a testamentary proceeding. Prima facie, a Civil Court has found the said Will to be genuine. A complaint petition filed by the third respondent has been rejected. A revision application filed there against has also been dismissed. 18. The order of learned ACJM in his order dated 2.4.2003 is not a cryptic one. Reasons have been assigned in support thereof. In a situation of this nature, in our opinion, a second complaint petition could not have been filed……” 8. From his side the complainant/opposite party has placed various decisions of the Supreme Court to the effect that a criminal proceeding such as the present complaint cannot be quashed simply because of an assertion that the disputes involved are civil in nature. On the other hand it has been stressed that the criminal proceeding should not be stifled if the contents of the same even if not meticulous, nevertheless disclose the application of any criminal offence. In Vinod Raghuvanshi vs. Ajay Arora & Others, (2013) Law Suit (SC) 985, it was held:- “19. It is a settled legal proposition that while considering the case for quashing of the criminal proceeding the Court should not “kill a still born child” and appropriate prosecution should not be stifled unless there are compelling circumstances to do so. An investigation should not be shut out at the threshold if the allegations have some substance. When a prosecution at the initial stage is to be quashed, test to be applied by the court is whether the uncontroverted allegations as made, prima facie establish the offence. At this stage neither the court can embark upon an inquiry, whether the allegations in the complaint are likely to be established by evidence or nor the court should judge the probability, reliability or genuineness of the allegations made therein. More so, the charge sheet filed or charges framed at the initial stage can be altered/amended or a charge can be added at the subsequent stage, after the evidence is adduced in view of the provisions of Section 216 Code of Criminal Procedure So, the order passed even by the High Court or this Court is subject to the order which would be passed by the trial Court at a later stage.” 9. In Fiona Shrikhande vs. State of Maharashtra & Another, 2013 Law Suit (SC) 742, it was laid down:- “11. We are, in this case, concerned only with the question as to whether, on a reading of the complaint, a prima facie case has been made out or not to issue process by the Magistrate. The law as regards issuance of process in criminal cases is well settled. At the complaint stage, the Magistrate is merely concerned with the allegations made out in the complaint and has only to prima facie satisfy whether there are sufficient grounds to proceed against the accused and it is not the province of the Magistrate to enquire into a detailed discussion on the merits or demerits of the case……… In Nagawwa vs. Veeranna Shivalingappa Konjalgi and Others, 1976 (3) SCC 736 , this Court held that once the Magistrate has exercised his discretion in forming an opinion that there is ground for proceeding, it is not for the Higher Courts to substitute its own discretion for that of the Magistrate. The Magistrate has to decide the question purely from the point of view of the complaint, without at all adverting to any defence that the accused may have.” 10. In Rejesh Bajaj vs. State NCT of Delhi & Others, 1999 C Cr LR (SC) 234, it has been held:- “9. It is not necessary that a complainant should verbatim reproduce in the body of his complaint all the ingredients of the offence he is alleging. Nor is it necessary that the complainant should state in so many words that the intention of the accused was dishonest or fraudulent. Splitting up of the definition into different components of the offence to make a meticulous scrutiny, whether all the ingredients have been precisely spelled out in the complaint, is not the need at this stage. If factual foundation for the offence has been laid in the complaint the court should not hasten to quash criminal proceedings during investigation stage merely on the premise that one or two ingredients have not been stated with details. For quashing an FIR (a step which is permitted only in extremely rare cases) the information in the complaint must be so bereft of even the basic facts which are absolutely necessary for making out the offence. For quashing an FIR (a step which is permitted only in extremely rare cases) the information in the complaint must be so bereft of even the basic facts which are absolutely necessary for making out the offence. In State of Haryana vs. Bhajan Lal (supra) this Court laid down the premise on which the FIR can be quashed in rare cases. The following observations made in the aforesaid decisions are a sound reminder: “We also give a note of caution to the effect that the power of quashing a criminal proceeding should be exercised very sparingly and with circumspection and that too in the rarest of rare cases; that the Court will not be justified in embarking upon an enquiry as to the reliability or genuineness or otherwise of the allegations made in the FIR or the complaint and that the extraordinary or inherent powers do not confer an arbitrary jurisdiction on the Court to act according to its whim or caprice.” 11. The standards to be followed by the High Court for quashing a criminal proceeding were again narrated by the Supreme Court in N. Soundaram vs. P.K. Pounraj & Another, (2014) 10 SCC 616 , are set out as follows:- “13. It is well settled by this Court in a catena of cases that the power under Section 482 CrPC has to be exercised sparingly and cautiously to prevent the abuse of process of any court and to secure the ends of justice. [See State of Haryana vs. Bhajan Lal] The inherent power should not be exercised to stifle a legitimate prosecution. The High Court should refrain from giving a prima facie decision unless there are compelling circumstances to do so. Taking the allegations and the complaint as they were, without adding or subtracting anything, if no offence was made out, only then the High Court would be justified in quashing the proceedings in the exercise of power under Section 482 CrPC. [See MCD vs. Ram Kishan Rohtagi] An investigation should not be shut out at the threshold if the allegations have some substance. [See Vindo Raghuvanshi vs. Ajay Arora] 14. An overall perusal of the materials placed before us makes out a prima facie case against the accused which requires to be decided by conducting a proper trial. [See MCD vs. Ram Kishan Rohtagi] An investigation should not be shut out at the threshold if the allegations have some substance. [See Vindo Raghuvanshi vs. Ajay Arora] 14. An overall perusal of the materials placed before us makes out a prima facie case against the accused which requires to be decided by conducting a proper trial. At this stage the High Court cannot analyse and meticulously consider the evidence and anticipate whether it will end up in conviction or acquittal. This is not the stage to decide whether there is any truth in the allegations made but to form an opinion whether on the basis of the allegation a cognizable offence or offences alleged has been prima facie made out. The guilt or otherwise of the accused can be proved only after conducting a full-fledged trial. In the circumstances, in our opinion, it is not proper for the High Court to interfere with the proceedings and quash the final report submitted by the police. 15. On the other hand we do not think that the High Court was right in opining that the dispute between the parties is civil in nature. This is a case where serious allegations were made against the accused party. Just because the allegations involve the factum of recovery of money it cannot be concluded that the complaint is purely civil in nature when other serious allegations prima facie attract the penal provisions. In our considered opinion the High Court seriously misdirected itself in coming to a conclusion that it is for the competent civil court to decide the said appeal…... In our opinion, in the background and circumstances of this case the High Court should not have exercised the power under Section 482 CrPC which resulted in miscarriage of justice.” 12. Now for the purpose of testing whether the facts and circumstances of the present case do indicate the commission of any criminal offences by the petitioner or his associates, it would appear necessary to prima facie consider whether his conduct appears to be normal and reasonable in relation to compliance of the known stipulations in the Company’s Memorandum and Articles of Association, or whether otherwise there is any deviation from the same of such nature and magnitude, as might indicate the element of mens rea behind the concerned actions. For this purpose it would be pertinent to take note of the relevant extracts from the documents which have been placed before this Court as parts of the Annexures to the C.R.A.N. No. 3392 of 2014 filed on behalf of the Opposite Party. 13. The stipulations regarding Directors of the company in the Memorandum of Association as provided happen to be:- “IV. DIRECTORS 18. Unless otherwise determined by the Company in General Meeting, the number of Directors shall not be less than two and more than nine. 19. The persons hereinafter named shall become and be the first Directors of the Company:- (1) Dr. Asoke Ghosh (2) Mr. Dilip Kumar Ari (3) Mr. Susanta Chandra….” 14. Regarding the quorum for meeting of the Board of Directors, Article 29 provides in the Articles of Association of the Company it has been provided:- “29. The quorum for the meeting of the Board of Directors shall be two or one-third of the total number of Directors whichever is higher, personally present." The above provisions make it crystal clear that there can be no Quorum in the absence of at least two directors for the purpose of any Board meeting. 15. Now the allegations made particularly against the present petitioner who is admittedly one of the three original Directors pertain to certain policy decisions allegedly taken by him and his associates in violation of the aforesaid stipulations, and the result of the same is wrongful loss to the original Directors. It might be possible that such decisions were taken by adhering to the prescribed stipulations of the memorandum and Articles of Associations of the Company. But the truth in this regard is ultimately a question of fact which cannot be ascertained without evidence being led in this behalf. It was argued on behalf of the petitioner that even if there be any irregularities, the same would give rise only to disputes which are essentially civil in nature. This Court is however not impressed with such submission in the present case, because here one of the Directors implicated is alleged to have acted in a mala-fide manner and in palpable violation of procedures prescribed in the Articles of Associations, which according to the complainant was done intentionally for illegal personal gains, and to the detriment of the other Directors. Admittedly the petitioner accused is a Medical Practitioner and therefore cannot be regarded as a lay man. So his conduct in relation to the alleged violations and illegalities apparently committed in his capacity as a Director is to be judged keeping that aspect in mind. It would be sufficient to observe here that a number of declarations under the digital signatures of the petitioner had been made before the competent authority in which there is also reference to some specific meetings of the Board of Directors and it has been claimed that the decisions were in pursuance of various Resolutions. For example, in respect of the share capital of the Company declared in Form 2, the number of shares allotted is many times of the original allotment of a total of 300 shares held in equal measure of 100 each by the three original Directors, and it has been specified that the information is correct and complete and that the petitioner has been authorised by the Board of Directors Resolution dated 31.07.2008. Similarly the declaration in Form 18 under the digital signature of the petitioner shows change in the registered office of the Company with effect from 15.09.2008 from its original address to Katwa at Burdwan and there is verification that a resolution in this regard was passed a after a Board meeting on 19.09.2008. 16. Again in Form 20B submitted under the digital signature of the petitioner, there are disproportionately higher number of equity shares shown in his name and it has been declared that the petitioner was authorised in this regard by the Board of Directors resolution no. 2 dated 30.09.2011. Similarly in a subsequent Form 32 the petitioner’s wife has been shown as a Director in pursuance of a Board of Directors resolution no. 2 dated 28.08.2008 again under the digital signature of the petitioner. 17. It is also seen that the petitioner along with his wife ostensibly adopted a resolution on the basis of which a new bank account was opened with a Central Bank of India at Katwa in the name of the registered Company. Now if all these activities were actually lawful within the parameters of the rules laid down in the Company’s Articles of Association, the petitioner and his associates would not appear be liable for criminal prosecution. Now if all these activities were actually lawful within the parameters of the rules laid down in the Company’s Articles of Association, the petitioner and his associates would not appear be liable for criminal prosecution. But in a situation where they rely upon certain Board meetings, and the other Directors specifically allege that such resolutions are fictitious and fraudulent, it would be extremely unsafe to straightaway come to a conclusion that there was absolutely no mens rea involved, when on the face of it the Board meetings referred to under the digital signature of the petitioner are in direct contradiction with the necessary requirement of quorum in the Articles of Association. 18. Even the fact that the petitioner himself was appointed as a Receiver in respect of the Company/Nursing Home by a Division Bench of this Court in course of civil proceeding, does not ipso facto absolve him from any criminal liability, which is altogether a separate domain from alleged civil disputes. 19. In the given facts and circumstances and in view of the ratio of the Supreme Court’s decisions in Vinod Raghuvanshi vs. Ajay Arora & Others, Fiona Shrikhande vs. State of Maharashtra, Rejesh Bajaj vs. State NCT of Delhi & Others and N. Soundaram vs. P.K. Pounraj & Another (supra) clearly the order for issuance of summons after taking cognizance in the complaint case by the learned Metropolitan Magistrate does not suffer from any visible infirmity, since it cannot be said that absolutely no allegations indicating the Commission of any cognizable offences are disclosed in the complaint. It prima facie does appear to be a case warranting a trial, whatever the final outcome may be. 20. With the aforesaid observations the revisional application is dismissed without costs. The Learned Trial Court is now requested to proceed with the Trial to complete trial as expeditiously as possible.