IMPORTANT POINTS
(1) Dishonour of cheque – Offence by company – Every member of Board of Directors is not expected to be aware of all decisions taken in everyday transactions that are involved in running a business concern.
(2) Inherent Jurisdiction – Only because revision petition is maintainable, same by itself, would not constitute bar for entertaining application under Section 482 of Cr.P.C.

JUDGMENT :

SANJAY KAROL, J.

Leave Granted.

2. The appellant is aggrieved by the High Court of Delhi’s refusal to exercise its inherent powers under Section 482, Code of Criminal Procedure, 1973, in terms of order dated 7th August 2025 passed and Criminal MC No.8110/2023 and Criminal M.A. No.30210/2023 to quash the summoning order issued by the Metropolitan Magistrate, in connection with complaint CC NI Act 12597/2021 under Sections 138 and 142 of the Negotiable Instruments Act, 1881¹[‘NI Act’], as confirmed as a consequence of the dismissal of CR No. 115/2023 by the Additional Sessions Judge, Dwarka Courts .

3. The facts of the matter are that the appellant is one of the Directors of the accused Company namely Projtech Engineering Private Limited. The accused Company issued cheques, three in number, all dated 20th April 2021worth 15 lacs, 20 lacs and 15 lacs each, as payment for supply of iron and steel. Despite confirmation from the accused Company of availability of funds at the time of deposit of cheques, the same were returned unpaid. The reason therefor was:

“DRAWERS SIGNATURES DIFFERS AND ALTERNATIONS/CORRECTIONS ON INSTRUMENTS OTHER THAN DATE”

Legal notice in this connection was sent on 12th May 2021 through counsel and on 18th May 2021, through ‘speed post’. The proceedings under the N.I. Act were initiated on 25th June 2021. By order dated 23rd September 2021, MM(NI-Act) Dwarka Courts, New Delhi, issued summons and put up the matter for appearance of the accused on 15th December 2021.

4. In revision proceedings, the present appellant was the second revisionist. The ground for rejecting the revision was that she was the Director of the Company and she had also signed a Board Resolution which, as per the Court, ipso facto evidenced a fact that she was involved in the day-to-day management of the affairs of the Company.

5. In the High Court, similar reasoning was adopted. Moreover, it was observed that when revision has been preferred a petition under Section 482 CrPC on the same grounds, is circumscribed to a much narrower jurisdiction. The petition was as such dismissed.

6. The law with regard to prosecutions under Section 138 of the N.I. Act is generally well settled. This Court has, on numerous occasions considered the scope of prosecutions thereunder as also under Section 141 of the N.I. Act. (See: N. Vijay Kumar v. Vishwanath Rao N., 2025 SCC OnLine SC 873) : 2025(5) Supreme 300 The only aspect that we have to consider is whether the appellant is indeed conversant with the day-to-day management of the Company, thereby justifying the issuance of summons to her. Section 141 of N.I. Act reads as under:

“141. Offences by companies.—(1) If the person committing an offence under section 138 is a company, every person who, at the time the offence was committed, was in charge of, and was responsible to, the company for the conduct of the business of the company, as well as the company, shall be deemed to be guilty of the offence and shall be liable to be proceeded against and punished accordingly:

Provided that nothing contained in this sub-section shall render any person liable to punishment if he proves that the offence was committed without his knowledge, or that he had exercised all due diligence to prevent the commission of such offence:

Provided further that where a person is nominated as a Director of a company by virtue of his holding any office or employment in the Central Government or State Government or a financialcorporation owned or controlled by the Central Government or the State Government, as the case may be, he shall not be liable for prosecution under this Chapter.

(2) Notwithstanding anything contained in subsection (1), where any offence under this Act has been committed by a company and it is proved that the offence has been committed with the consent or connivance of, or is attributable to, any neglect on the part of, any director, manager, secretary or other officer of the company, such director, manager, secr