Directors of a company can be held vicariously liable under Section 141 of the Negotiable Instruments Act if they were in charge of the company's affairs at the time of the offense.

ORDER :

K. SUJANA, J.

This Criminal Petition is filed under Section 482 of the Code of Criminal Procedure, 1973 (for short ‘Cr.P.C.’) to quash the proceedings against the petitioners/accused Nos.2 to 4 in C.C.NI.No.8105 of 2022 on the file of the learned XI Metropolitan Magistrate, Manoranjan Complex, Nampally, Hyderabad, registered for the offence punishable under Section 138 read with 141 and 142 of the Negotiable Instruments Act, 1881 (for short ‘NI Act’).

2. The brief facts of the case are that respondent No.2/de facto complainant lodged a private complaint under Section 200 of Cr.P.C before the learned XIV Additional Chief Metropolitan Magistrate, Nampally, Hyderabad, stating that accused No.1 is a Company i.e., M/s. Omics International Company, accused No.2 is the Ex-Managing Director and accused Nos.3 and 4 are the Directors of accused No.1- Company. The petitioners/accused Nos.2 to 4were responsible for the day to day affairs and the conduct of the business of accused No.1-Company. It is further stated that accused No.1 entered into three separate lease deeds which came into effect on 08.10.2014, 01.08.2014 and 01.04.2017 in respect of 6^th, 7^th and 15^th floors of Block 6-South Towner of Orion SEZ, Raidurgam Divya Sree NSL Special Economic Zone (SEZ) Campus, Hyderabad, respectively, for running the said company. It is further stated that the petitioners being the Directors of accused No.1-Company are responsible to pay the monthly rent and maintenance charges to respondent No.2.

3. It is further stated that the petitioners defaulted in making the payments pertaining to all leased premises from October 2018. Therefore, respondent No.2 sent legal notice to the petitioners to that effect. Though the petitioners sent reply to the aforesaid notice but as they failed to pay the dues, the lease deeds were terminated vide notice dated 24.04.2019. Admittedly, it is a fact that petitioner No.1/accused No.2 was actively involved in the day to day affairs of accused No.1 – Company and defaulted in paying the rents, petitioner Nos.2 and were aware about the same. As on 24.04.2019, the outstanding debt was Rs.5,96,94,279/-. After several requests, petitioner No.1 issued four post dated cheques on 27.04.2019 vide cheque bearing Nos.014604 and 014605 dated 15.05.2019 and Cheque bearing Nos.014607 and 014608 dated 30.05.2019respectively, each for an amount of Rs.1,25,34,994/-.

4. It is further stated that petitioner No.1 transferred an amount of Rs.1,22,91,738/- on 04.05.2019 and Rs.37,85,067/- on 09.05.2019 through online banking towards part-payment of the outstanding dues and later, on assurance of petitioner No.1, respondent No.2 did not present the cheques dated 15.05.2019 for encashment. Thereafter, the accused hood winked respondent No.2 and avoided payment of the balance due amount covered under Post dated cheques dated 15.05.2019.

5. It is further submitted that from May 2019 to July 2019, the accused have voluntarily handed over the possession of 6^th and 7^th floors to respondent No.2and requested it to adjust the security deposit pertaining to the said two floors towards the overdue lease payments. Despite adjusting the said deposit, the outstanding amount was Rs.4,60,03,072/- and the same was also communicated to the petitioners on 28.08.2019. Further, the petitioners continued the business on the 15^th floor of the subject building without making the payment and the outstanding debt in respect of the 15^th floor as on 28.08.2019 was Rs.3,13,35,270/-.

6. It is stated that to claim the part payment of the total outstanding debt and liability, respondent No.2 presented the chequ