Based on the provided legal document, the key points are as follows:

1. Section 22 of the SICA does not create a legal barrier to initiating or proceeding with criminal cases under Section 138 of the NI Act against a company or its directors. The section primarily restricts proceedings related to recovery of debts, enforcement of security, winding-up actions, or execution against the company's assets during the pendency of certain proceedings under SICA (!) (!) .

2. The pendency of proceedings under Section 22 of SICA alone is insufficient to absolve a company or its directors from liability under Section 138 of the NI Act. Criminal proceedings can still be initiated and continued, as Section 22 does not explicitly prohibit such actions (!) (!) .

3. The section does not bar the payment of legally enforceable dues by the company or its directors. It only restrains creditors from realizing dues through certain legal actions like winding-up or attachment of assets, but does not prevent the company or its directors from making payments to satisfy legitimate liabilities (!) .

4. During the period when a company is declared "sick" and a restraint order under Section 22A is in place, the question of whether a criminal offence under Section 138 has been committed depends on the timing and circumstances. If the dishonoring of the cheque occurs before the restraint order or before the expiry of the statutory notice period, criminal liability may still be established. Conversely, if the offence occurs during the operation of the restraint order, it may be argued that the offence was beyond the control of the accused and that criminal proceedings may be unjustified (!) (!) .

5. The existence of a restraint order under Section 22A does not automatically bar criminal proceedings but requires a case-by-case examination of the facts to determine whether the offence has been committed or is affected by the proceedings under SICA. The purpose of Section 22A is to prevent asset disposal during specific periods, not to impede criminal liability for offences committed prior to or outside those periods (!) (!) .

6. The provisions of Section 138 of the NI Act, including the ingredients for establishing an offence and the liability of companies and their officers, remain applicable regardless of proceedings under SICA. The law presumes the existence of a debt or liability if the cheque is dishonored and the statutory conditions are met (!) (!) (!) .

7. The liability of company officers, such as directors or managers, is established if they were responsible for the conduct of the company's business at the time of the offence or if the offence was committed with their consent, connivance, or due to neglect. The law provides protections for officers who prove they were unaware of the offence or exercised due diligence (!) (!) .

8. The criminal proceedings under Section 138 of the NI Act are not automatically stayed or dismissed due to the company's declaration as "sick" under SICA, unless specific circumstances, such as a restraint order, are proven to affect the offence's occurrence or the company's ability to pay (!) (!) .

9. Ultimately, the decision to proceed with or stay criminal proceedings in such cases depends on the facts and circumstances, including the timing of the dishonor of the cheque, the status of proceedings under SICA, and whether the offence was committed beyond the reach of the company's assets or control at the relevant time (!) (!) .

10. The court emphasizes that criminal proceedings should not be prematurely quashed or stayed solely based on the company's sick status or proceedings under SICA. Instead, relevant material should be presented and examined at the appropriate stage of the trial to determine the applicability of the provisions and the merits of the case (!) .

These points summarize the legal principles and interpretations regarding the interaction between proceedings under SICA and criminal liability under Section 138 of the NI Act.