Vicarious liability under Section 141 of the Negotiable Instruments Act requires specific allegations showing a person's responsibility for conduct of a company's affairs; mere involvement is insufficient.

JUDGMENT :

SWARANA KANTA SHARMA, J

1. The present petition has been filed seeking setting aside of the order dated 28.01.2019, passed by the learned ASJ-03, Karkardooma Courts, North-East District, Delhi [hereafter 'Sessions Court'] in Crl. Revision No. 63/2018 as well as the summoning order dated 26.05.2018 passed by the learned MM, North-East District, Delhi [hereafter 'Magistrate'] in the complaint filed by the respondent no. 1-complainant i.e. CC No. 749/2018, for offence under Section 138 of the Negotiable Instruments Act, 1881 [hereafter 'NI Act'].

FACTUAL BACKGROUND

2. Brief facts of the case, as emerging from the complaint filed under Section 138 of the NI Act, are that the complainant, respondent no. 1 herein, Shashi Devi, had filed the complaint against accused no. 1 (respondent no. 2 herein) M/s Forcia Commodity Solutions OPC Pvt. Ltd., a One Person Company, accused no. 2 (respondent no. 3 herein) Ratna Sharma, stated to be the Director and person in control of accused no. 1, and accused no. 3 (petitioner herein) Ram Kumar Pathak, who is alleged to be involved in the day-to-day business affairs of accused no. 1 and acting under the instructions of accused no. 2. It is the case of the complainant that accused nos. 2 and 3 had approached her with representations regarding their experience and expertise in financial management and induced her to make investments through accused no. 1, assuring safety and assured returns. Relying upon such representations, the complainant allegedly had invested an amount of Rs.6,00,000/- with the accused in the year 2015, partly in cash and partly through cheques. It is further alleged that while an amount of Rs.2,50,000/- was paid back towards partial return, the remaining amount was not returned despite repeated requests and follow-ups. According to the complainant, after persistent demands, a cheque bearing no. 535007 dated 30.12.2017 for a sum of Rs.4,00,000/-, drawn on IndusInd Bank on the account of accused no. 1 and signed by accused no. 2, was issued to her towards discharge of liability. The said cheque, upon presentation, was dishonoured on two occasions, i.e., on 02.01.2018 and again on 01.03.2018, with the remarks "Refer to Drawer". Thereafter, the complainant had issued a statutory legal notice dated 28.03.2018 calling upon the accused persons to make payment of the cheque amount within the prescribed period. Despite service of the said notice, the accused persons allegedly failed to make the payment, leading to the filing of the complaint under of the NI Act before the learned Magistrate.

3. The learned Magistrate, vide order dated 26.05.2018, had issued summons against the accused persons, including the petitioner. The said order was assailed by the petitioner before the learned Sessions Court by way of Crl. Revision No. 63/2018, which came to be dismissed vide the impugned order dated 28.01.2019. The proceedings before the learned Magistrate arising out of the aforesaid complaint case were stayed by this Court vide order dated 10.12.2019 passed in the present case.

SUBMISSIONS BEFORE THE COURT

4. The learned counsel appearing for the petitioner/accused no. 3 submits that the cheque in question was drawn on the account of respondent no. 2–company and was admittedly signed by respondent no. 3 (accused no. 2), who is the sole Director and authorised signatory of the company. It is contended that the petitioner is neither the drawer nor the signatory of the cheque. It is further argued that as per the records of the Ministry of Corporate Affairs, which are public documents