JUDGMENT Mrs. Daya Chaudhary, J.: - By this judgment of mine, nine petitions bearing Criminal Misc. No. M-20785 of 2010, Criminal Misc. No. M-20789 of 2010, Criminal Misc. No. M-26017 of 2010, Criminal Misc. No. M-20815 of 2010, Criminal Misc. No. M-20820 of 2010, Criminal Misc. No. M- 20988 of 2010, Criminal Misc. No. M-26023 of 2010, Criminal Misc. No. M-26264 of 2010, Criminal Misc. No. M-26536 of 2010 shall be disposed of. However, the facts are being taken from Criminal Misc. No. M-20785 of 2010. 2. The petitioner has filed this petition under Section 482 of the Code of Criminal Procedure for quashing of complaint No.757 dated 22.12.2007 filed under Sections 138/142 read with Section 141 of the Negotiable Instruments Act, 1881 (for short “the Act”) as well as the summoning order dated 22.12.2007 and other proceedings arising therefrom. 3. As per case of the petitioner, he was working as Additional Director in the company of the respondent and was not whole time director and has falsely been implicated in the case. The petitioner was neither the partner nor signatory of the cheques in dispute and was not involved for the day-to-day affairs of the company. He was working under the control of Board of Company constituted by the Chairman of the Company, who is sole Incharge of the company. The petitioner resigned from the job of Director on 31.08.2008. He never issued any cheque to any of the party including respondent No.2 without permission or approval of the Board of Directors. The talk of compromise was there between the parties and because of that reason learned Additional Sessions Judge, Faridabad, adjourned the case. A statement in this regard was also made before Lok Adalat on 20.12.2008 and it was agreed to make payment of outstanding amount of Rs.1,00,55,000/- to the complainantrespondent No.2. The cheques in dispute were never issued to discharge the legal liabilities but it was issued as a security and subsequently, it was replaced with new cheques. 4. While issuing notice of motion on 22.07.2010, following contention of learned counsel for the petitioner was recorded: - “ It was stated by the learned counsel for the petitioner that vide his letter dated 24.10.2007, the petitioner had duly informed the complainant that he was issuing a draft in lieu of the dishonoured cheques and that the cheques be returned to him. The complainant encashed the draft but did not return the said cheques. Instead, filed the present complaint. xxx xxx xxx” 5. Learned counsel for the petitioner submits that the petitioner has falsely been implicated in the complaint case and summoning order has been passed in a mechanical manner. The petitioner was neither the Director of the Company nor has signed the cheques in dispute. Learned counsel further submits that the petitioner has written some of the letters to the complainantrespondent No.2 on behalf of the Company but has no concern with the company, therefore, he cannot be held responsible. Learned counsel also submits that the petitioner was not the Director of the Company when the cheques in question were issued and there is no specific averment in the complaint with regard to the role of the present petitioner. Learned counsel also submits that the Court at Faridabad has no jurisdiction to try and entertain the complaint and to summon the petitioner in any manner as the parties are residing at Panaji and cheques were presented for collection in the Bank of Margaon. Learned counsel for the petitioner also relies upon the judgments of Hon’ble Supreme Court in S.M.S. Pharmaceuticals Ltd. vs. Neeta Bhalla and another, (2005) 8 Supreme Court Cases 89; Sabitha Ramamurthy and another vs, R.B.S. Channabasavaradhya, (2006) 10 Supreme Court Cases 581; Saroj Kumar Poddar vs. State (NCT of Delhi) and another, [2007(1) Law Herald (SC) 273] : (2007) 3 Supreme Court Cases 693; N.K. Wahi vs. Shekhar Singh and others, [2007(2) Law Herald (SC) 982] : (2007) 9 Supreme Court Cases 481; National Small Industries Corporation Limited vs. Harmeet Singh Paintal and another, [ 2010(2) Law Herald (SC) 737] : (2010) 3 Supreme Court Cases 330 & Central Bank of India vs. Asian Global Limited and others, [2010(6) Law Herald (SC) 3726] : (2010) 11 Supreme Court Cases 203. 6. Learned counsel for respondent No.2 submits that the petitioner has rightly been summoned as the cheques in dispute were issued to discharge his legal liability. Learned counsel for respondent No.2 further submits that the petitioner was responsible for the affairs of the Company and he cannot be absolved of his criminal liability. The cheques in dispute were issued when the petitioner was working as the Director of the Company and he cannot say that he was not involved in day-to-day affairs of the company in any manner. The cheques in dispute were issued when the petitioner was working as the Director of the Company and he cannot say that he was not involved in day-to-day affairs of the company in any manner. 7. I have heard the arguments of learned counsel for the parties and have also perused the complaint as well as summoning order and other documents available on file. 8. Complaint No.757 dated 22.12.2007 was filed and summoning order was passed on that very day i.e., 22.12.2007. It appears from the record that statement of the authorized representative, who was competent to give said statement, was recorded. It was mentioned in the statement that there was a agreement between the parties and some business transaction was also there. It was agreed by the representative of the Company to make payment of the outstanding amount of Rs.1,00,55,000/- as on date by allotting land which includes costs of land as well as cost of construction and all expenses relating to approval. It was also mentioned that an undertaking was given to execute agreement to sell as agreed upon within two months. The agreement entered between the parties clearly shows that there was a business transaction between the parties and cheques were given as security. Even in letter dated 24.10.2007, which was issued to the complainant, the details of the cheques i.e., cheque number, date and amount, were also mentioned. The cheques which were to be replaced with the cheques already issued were also mentioned in the said letter. It was also mentioned in the letter dated 24.10.2007 that due to some unavoidable reasons, some of the cheques could not be cleared and subsequently, demand drafts were sent. The summoning order has been passed without discussing anything and simply on the ground that a prima facie case is made out under Section 138 of the Act. Nowhere in the summoning order, it has been mentioned that the cheques were issued to discharge the legal liability or as a security. Even in the complaint, no specific allegation has been attributed to the petitioner as to what was the role of the present petitioner or whether he was responsible for working of the company or was involved in any manner in dishonouring the cheques in dispute. Even in the complaint, no specific allegation has been attributed to the petitioner as to what was the role of the present petitioner or whether he was responsible for working of the company or was involved in any manner in dishonouring the cheques in dispute. Simply by stating that the petitioner was responsible, the summoning order has been passed in a mechanical manner without specifying any role towards the present petitioner. Nowhere from any document, it can be made out that the petitioner was authorized by the Directors of the Company to sign and issue cheques on behalf of the company. Neither the cheques have been signed by the petitioner nor it has come on record that the petitioner was involved in day-today activities of the business of the company. However, the petitioner has resigned from the company on 18.08.2009 which is clear from the form No.32, which was with the Registrar of the Companies of NCT Delhi and resignation letter dated 17.08.2009. 9. In R.P. Kapur v. State of Punjab, (AIR 1960 SC 866) this Court summarized some categories of cases where inherent power can be exercised to quash the proceedings. (i) where it manifestly appears that there is a legal bar against the institution or continuance e.g. want of sanction; (ii) where the allegations in the first information report or complaint taken at its face value and accepted in their entirety do not constitute the offence alleged; (iii) where the allegations constitute an offence, but there is no legal evidence adduced or the evidence adduced clearly or manifestly fails to prove the charge. 10. For decision of the present case, Section 141 of the Act is relevant, which is reproduced as under: - “141 - Offences by companies - (1) If the person committing an offence under section 138 is a company, every person who, at the time the offence was committed, was in charge of, and was responsible to, the company for the conduct of the business of the company, as well as the company, shall be deemed to be guilty of the offence and shall be liable to be proceeded against and punished accordingly. Provided that nothing contained in this sub-section shall render any person liable to punishment if he proves that the offence was committed without his knowledge, or that he had exercised all due diligence to prevent the commission of such offence.” 11. Provided that nothing contained in this sub-section shall render any person liable to punishment if he proves that the offence was committed without his knowledge, or that he had exercised all due diligence to prevent the commission of such offence.” 11. The provisions of Section 141 of the Act clearly shows that if a person at the time of committing of an offence was incharge of the company and being incharge was responsible for the conduct of the business of the company, shall be deemed to be guilty and liable to be punished provided he proves that the offence was committed without his knowledge and he had exercised all due diligence to prevent the commission of the offence. 12. To initiate the criminal proceedings against any Director of the Company, there must be a specific allegation as to how the Directors are Incharge and are responsible for the conduct of the business of the Company and in absence of any said averment or specific allegation, the complaint cannot be entertained. 13. Section 138 of the Act reads as under: - “138. Dishonour of cheque for insufficiency, etc., of funds in the account-Where any cheque drawn by a person on an account maintained by him with a banker for payment of any amount of money to another persons from out of that account for the discharge, in whole or in part, of any debt or other liability, is returned by the bank unpaid, either because of the amount of money standing to the credit of that account is insufficient to honour the cheque or that it exceeds the amount arranged to be paid from that account by an arrangement made with that bank, such person shall be deemed to have committed an offence and shall, without prejudice to any other provisions of this Act, be punished with imprisonment for a term which may be extended to two years, or with fine which may extend to twice the amount of the cheque, or with both.” 14. To attract the application of Section 138 of the Act, it must show that the cheque was issued, and the same was dishonoured on presentation. To attract the application of Section 138 of the Act, it must show that the cheque was issued, and the same was dishonoured on presentation. A notice in terms of the provisions was served on the person sought to be made liable and despite service of the notice, neither any payment was made nor other obligations, if any, were complied with within fifteen days from the date of receipt of the notice. 15. Section 141 of the Act in terms postulates constructive liability of the Directors of the Company or other persons responsible for its conduct or the business of the company. The liability under Section 141 of the Act can be fastened upon a person connected with the company. A clear cut case should be spelled out in the complaint against the person sought to be made liable. The complaint is to be examined by the Magistrate in the first instance on the basis of averments made therein and in case the Magistrate is satisfied that there are averments which bring the case within the scope of Section 141, then the process should be issued. Merely by naming a person as a director of the company is not sufficient to satisfy the requirement of Section 141 of the Act. Under Section 141 of the Act, even a non-director can be held liable. From the allegations in the complaint, it is not clear whether the petitioner was provided with some specific responsibility in the Company or that he being Incharge was made responsible for the conduct of the business of the Company. A Director in the company can be deemed to be Incharge and held responsible for the conduct of the business of the company. 16. This issue was considered in Sabitha Ramamurthy’s case and Saroj Kumar Poddar’s case (supra), wherein it was, inter-alia, held as follows: “....Section 141 raises a legal fiction. By reason of the said provision, a person although is not personally liable for commission of such an offence would be vicariously liable therefor. Such vicarious liability can be inferred so far as a company registered or incorporated under the Companies Act, 1956 is concerned only if the requisite statements, which are required to be averred in the complaint petition, are made so as to make the accused therein vicariously liable for the offence committed by the company. Such vicarious liability can be inferred so far as a company registered or incorporated under the Companies Act, 1956 is concerned only if the requisite statements, which are required to be averred in the complaint petition, are made so as to make the accused therein vicariously liable for the offence committed by the company. Before a person can be made vicariously liable, strict compliance with the statutory requirements would be insisted....”. 17. In view of the facts and law position as mentioned above, neither there is any specific averment in the complaint nor it has been proved from any document that the petitioner was responsible for day-to-day activities of the business of the company or that he was involved in any act against which the allegations were made in the complaint. The petitioner was not even Director at the time of issuance of the cheques as he has already resigned, as is clear from the resignation letter, which was submitted to the Company. 18. In view of what has been discussed above, the petitions are allowed and Complaint No.757 dated 22.12.2007 filed under Sections 138/142 read with Section 141 of the Act as well as summoning order dated 22.12.2007 and all subsequent proceedings arising therefrom are hereby quashed. ---------0.B.S.0------------