IMPORTANT POINT
Specific averments regarding a director's responsibility for a company's conduct are essential for vicarious liability under Section 141 of the Negotiable Instruments Act.

JUDGMENT :

ANANYA BANDYOPADHYAY, J.

1. The instant revisional application has been filed by the petitioners praying for quashing of the proceedings being Complaint Case No. C-2250 of 2010 pending before the Learned 10th Judicial Magistrate at Alipore under Section138 read with Section 141 of the Negotiable Instruments Act, 1881 (as amended till date) and all orders passed thereunder.

2. None appeared to represent the opposite parties.

3. The petition before the Court of Learned 10th Additional Chief Judicial Magistrate at Alipore states as follows:

“3. That in the course of business, your petitioner has discounted a number of Bills of Exchange duly accepted and passed by the accused company through the directors, against which the accused person issued post dated cheques on account of the bill of exchange (principal amount) and bill discounting charges respectively.

4. That in course of such business, the accused persons on behalf of the company issued cheques amounting to Rs.5,00,000/- (rupees Five Lakhs) drawn on SBI Kalighat Branch, being cheque No. 221994 dated 10.3.2010 on putting the signatures of the accused persons with company seal, towards discharge of the legal and lawful liability and charges on account of consideration of legal service charges and principal amount to the accused company and/or directors.

5. That accused persons, in course of business, dealt in various investments to different companies on the basis of taking service charge from your petitioner a sum of Rs.5,00,000/- was due to the accused company and Directors for which the accused company and their directors issued A/c. Payee cheque in the name of complainant drawn on State Bank of India, Kalighat Branch being cheque No 221994 dated 10.3.2010. 6 That the complainant deposited the said account payee cheque, being cheque No 221994 dated 10.3.2010 amounting to Rs.5,00,000 and the cheque was drawn on State Bank of India, Kalighat Branch was deposited with the complainant's banker, Bank of Baroda, Prince Anwar Shah Branch on 06.09.2010 and the said cheque was returned with a remark: “Not Arranged For” and the matter was intimated by the banker on 8.9.10 and same was handed over to my client to your petitioner on 9.9.10.

7. That thereafter the complainant sent a notice under Section 138 of N.I. Act, through his Ld. Advocate Md. Abed Ali Laskar through Regd. Speed Post with A/D on 10th September, 2010 demanding of payment of the said amount within 15 days from the receipt of the said notices and the said notice was duly received by the accused company and directors No. 2 & 3 on putting their signatures and 4 & 5 of which were returned with the Postal Remark unclaimed. (The Accused persons intentionally avoided the notice, knowing fully well the facts) which is good service.

8. That thereafter the accused persons sent reply of the notice to their Ld. Advocate Krishnendu Bhattacharya on 20.09.2010 in the name of your petitioner’s advocate Md. Abed Ali Laskar acknowledging the receipt of the notice but till date no payment was made.

9. That your petitioner respectfully submits that the accused persons issued the said cheque in favour of your petitioner in discharge of their existing liabilities as mentioned hereinabove, and the said cheque being presented for encashment through the Banker which was returning being dishonored.

10. That the accused persons have committed offences punishable under Section 138 read with Section 141 of the Negotiable Instruments Act, 1881 as amended up to date.”

4. The Learned Advocate for the petitioners submitted that the petitioner nos.1 and 3 ceased to be the Directors of the Company having resigned from the post. The complainant in accordance to the provisions under Section 141 of the Negotiable Instruments Act did not specifically mention at the relevant time the accused-petitioners were the Directors of the Company, namely, Sumosons Exports Private Limited, being in-charge of and responsible for the day to day conduct of the busines