Directors can only be held vicariously liable under Section 141 of the Negotiable Instruments Act if specific averments are made in the complaint regarding their responsibility for the company's conduct at the relevant time.

JUDGMENT :

KRISHNA RAO, J.

1. This in an application under Section 482 of the Criminal Procedure Code, 1973 filed by the petitioners (Accused persons) for quashing of the entire proceeding being Complaint Case No. C-824 of 2011 pending before the Learned 4th Metropolitan Magistrate at Calcutta under Section 138 read with Section 141 of the Negotiable Instruments Act, 1881 (As amended till date) and all orders passed thereunder.

2. The matter was taken up for hearing on 21st November, 2025 but none appears on behalf of the opposite parties and no accommodation is prayed for, accordingly, the matter is taken up for hearing in the absence of the opposite party. The application is pending since the year 2012.

3. The complainant, namely, Mrs. Shweta Singhania has filed the complaint being Complaint Case No. C-824 of 2011 before the Learned Additional Chief Metropolitan Magistrate at Calcutta in the month of November, 2011 against the petitioners for the alleged offence under Section 138 of the Negotiable Instruments Act read with Section 141 of the said Act. Thereafter the case was transferred before the Learned 4th Metropolitan Magistrate at Calcutta for disposal. On the basis of the aforesaid purported complaint, the Learned Magistrate has taken cognizance for the offence under Section 138 of the Negotiable Instruments Act, 1881 on 14th November, 2011 against the petitioners and issued summons.

4. The petitioners, namely, (i) Mrs. Rekha Malhotra, (ii) Pradeep Kumar Malhotra, (iii) Mohit Korpal and (iv) Mrs. Urvashi Korpal, have been arraigned as accused nos. 2 to 5 in a petition of the complainant filed under Section 138 read with Section 141 of the Negotiable Instruments Act, 1881 and the accused no. 1 is a Company.

5. As per the case of the complainant, the petitioner nos. 1 to 4 are the Directors and Officers of the Company, namely, Sumoson Exports Private Limited. At the time of commission of the alleged offence, the petitioners were responsible for the day-to-day conduct of the company’s business and in charge of its management and daily affairs and the company was under their control. As per request of the petitioners and in usual course of business, the complainant allowed/extended a bill discount facility from time to time starting from 18th July, 2007 and the petitioners availed the same to clear the dues payable to the complainant and in repayment and/or discharge of their existing debts/liabilities. To discharge their existing debts/liabilities arising from the bill discount facility and towards such part payment, the petitioners issued an account payee cheque bearing No. 221058 dated 15th March, 2011 for a sum of Rs. 5,00,000/- drawn on State Bank of India. On 14th September, 2011, the cheque was deposited with the complainant’s banker at Karur Vysya Bank, Burrabazar Branch, Kolkata, for encashment but the cheque was dishonoured with the endorsement “Other Reason.”

6. The complainant has issued a demand notice under Section 138(b) of the Negotiable Instruments Act, dated 26th September, 2011 through speed post with A/D, which was dispatched on 29th September, 2011 to the petitioners, calling upon them to pay a sum of Rs. 5,00,000/- within a period of 15 days from the date of receipt of the notice. The petitioner nos. 2 and 4 duly received the notice on 30th September, 2011, acknowledgement card returned to the complainant. The Company and the petitioner nos. 1 and 3 refused to accept the notice and returned with postal remarks “Final Intimation” and “Refused”. Subseque