IN THE HIGH COURT OF JUDICATURE AT MADRAS DATED : 01.03.2024 CORAM THE HONOURABLE MRS.JUSTICE T.V.THAMILSELVI Crl.O.P.No.31081 of 2022 and C rl.M.P.Nos.19020 & 19023 of 2022

1. M/s.Kumaran Gin and Pressing Private Limited, (A1)

Rep by its Director, Logambika Padmanabhan, 2. Logambika Padmanabhan, aged 56 years, (A2)

W/o.Late Padmanabhan, Director, M/s.Kumaran Gin and Pressing Private Limited ... Petitioners Vs.

Srivalli Devi W/o.V.Praveen Rep by her Power Agent V.Venkatachalam, ... Respondent Prayer: The Criminal Original Petition filed under Section 482 of Cr.P.C., to call for records and quash the private complaint proceedings pending against them in STC.No.839 of 2020 on the file of learned Judicial Magistrate No.II, Tiruppur.

For Petitioners : Mr.P.M.Duraiswamy For Respondent : Mr.R.Ganesh

O R D E R

This Criminal Original Petition has been filed to call for the records in STC.No.839 of 2020 pending on the file of the learned Judicial Magistrate No.II, Tiruppur.

2. The case of the prosecution is that the 2^nd petitioner's husband P.Padmanabhan, in the capacity as the Managing Director of M/s.Kumaran Gin and Pressing Private Limited, Tiruppur and the 2^nd petitioner as Director of the 1st petitioner company, had availed a loan of Rs.5 Lakhs for business of the company from the respondent/defacto complainant on 27.07.2019 and in order to discharge the said liability, the 2^nd petitioner's husband as Managing Director of the 1st petitioner company has issued a cheque dated 31.08.2019 for Rs.5 Lakhs drawn on the City Union Bank Ltd., Tiruppur in favour of the respondent/defacto complainant. Thereafter, the 2^nd petitioner's husband, the Managing Director of the 1^st petitioner company died on 03.09.2019 and the cheque was presented for collection in the respondent/de-facto complainant's bank namely Karur Vysya bank, SR Nagar, Tiruppur on 25.11.2019 and the same was bounced for the reason of 'Exceeds Arrangements'. Further, there is absolutely no document available on record to prove the enforceable liability against the 1st petitioner private limited company. Thereafter, the respondent has given a private complaint for the alleged offences under Sections 138 & 141 of Negotiable Instruments Act and the same was taken on file in STC.No.839 of 2020.

3. Challenging the said complaint, the petitioners have approached this Court to quash the proceedings.

4. The learned counsel for the petitioners submitted that the 2^nd petitioner was a house wife and her husband inducted her as a director and he was running the 1^st petitioner company until his demise on 03.09.2019. Subsequent to his death, many people started claiming money alleging that they lend money to her husband for the business of the 1^st petitioner company without any document for the liability. It is submitted that the 1^st petitioner company is a juristic person and it is essential to produce the document to prove the alleged liability in order to hold the vicarious liability against the other directors. Further, the 2nd petitioner is unaware of the alleged transaction and issuance of the alleged cheque by her deceased husband, P.Padmamnabhan. He further submitted that there is no proof that the said loan amount was borrowed by the 1^st accused company. He further submitted that there is no enforceable liability against the 1^st accused company and the respondent /defacto complaint is not entitled to proceed with the case for the offence under Section 138 of the Negotiable Instruments Act. He further submitted that he relied on the Judgment in Pawan Kumar Goel vs State of U.P., it has held as follows:-

This Court has been firm with the stand that if the complainant fails to make specific averments against the company in the complaint for the commission of an offence under Section 138 of NI Act, the same cannot be rectified by taking recourse to general principles of criminal jurisprudence. Needless to say, the provisions of Section 141 impose vicarious liability by deeming fiction which pre