ORDER : Rathnakala, J. 1. Since the parties in both the petitions are the same and the petitioner herein is arraigned as the accused in respect of the offence punishable under Section 138 of the Negotiable Instruments Act, 1881 (hereinafter referred to as 'the Act'), in respect of the cheques issued by the Company M/s. Vikat Hotels Private Limited, of which she is the Director and in both petitions common question of law since raised, both petitions are heard together. Though the petitions are posted for admission, the matters are heard and taken up for final disposal. 2. The fact is: "The petitioner-Smt. Arundhathi Sharma is the Director of M/s. Vikat Hotels Private Limited. The Managing Director of the said Company is none other than her own son namely N.K. Kashyap. The respondent herein lodged a private complaint in PCR No. 464 of 2011 (Criminal Petition No. 646 of 2015) and PCR No. 1237 of 2011 (Criminal Petition No. 647 of 2015) against the Company along with two accused persons, the Managing Director and Director of the said Company (petitioner's son and the petitioner respectively)." 3. The common allegation of the complainant in both the petitions is, the respondent is a Company fully owned by the Government of India. The accused were sanctioned loan amount to take out finance and renovation of retrofitting of business class Hotel "Amogh Heritage" at Residency Road, Bangalore. Accused 1-the Company represented by accused 2 entered into a loan agreement towards part discharge of loan. Initially the accused made payment in installments and subsequently defaulted. The cheques issued by them, when presented to the Bank bounced with endorsements - 'insufficient funds'. The fact of dishonour was intimated to the accused and a legal notice was issued calling upon the accused to clear the loan within 15 days from the date of service of notice. The notice is served on the accused. The accused neither replied to the notice nor repaid the amount. Under the circumstances, private complaint was lodged before the jurisdictional Magistrate. 4. The learned Magistrate recorded the sworn statement of the complainant; took cognizance of the offence and issued notice to the accused persons. The petitioner herein/Smt. Arundhathi Sharma who is arraigned as accused 3 in both complaints has approached this Court questioning the legality of the cognizance taken against her in respect of the offence under Section 138 of the Act. 5. The petitioner herein/Smt. Arundhathi Sharma who is arraigned as accused 3 in both complaints has approached this Court questioning the legality of the cognizance taken against her in respect of the offence under Section 138 of the Act. 5. Sri Amit A. Mandgi, learned Counsel for the petitioner submits that the petitioner is aged eighty-six years; she is ailing with senile tremors and it is impossible for her to involve in the business and conduct of the company and she has not even signed the loan agreement. Had if the learned Magistrate looked into the cheques in question, he would have found that she is not the signatory to the cheques. There is no averment in the complaint disclosing her involvement in the day-to-day business and affairs of the Company. Relying on the reported judgments - S.M.S. Pharmaceuticals Limited v Neeta Bhalla and Another, AIR 2005 SC 3512 : 2005 SCC (Cri.) 1975 : 2005 Cri. L.J. 4140 (SC) : 2005 AIR SCW 4740 : (2005)8 SCC 89 ; Smt. Sujatha Rana v Mr. Dilip Kumar, 2011(1) Kar. L.J. 518 : ILR 2010 Kar. 4512; Anita Malhotra v Apparel Export Promotion Council and Another, AIR 2012 SC 31 : (2012)1 SCC (Cri.) 496 : 2012 Cri. L.J. 625 (SC): (2012)1 SCC 520 and Gunmala Sales Private Limited v Anu Mehta and Others, AIR 2015 SC 1072 : (2015)1 SCC 103 , learned Counsel further submits that the cognizance taken is illegal and the entire proceedings so far the petitioner is concerned, is liable to be quashed. 6. Sri Varadaraj R. Havaldar, learned Counsel for the respondent/complainant, in reply, submits that accused 1 is a private limited company; it is only the accused 2 and 3 who are in the administration and also responsible for the business and conduct of the Company. Accused 2 and 3 having approached the complainant for financial assistance and having entered into loan agreement, signed the document and availed loan, now she cannot take shelter under old age and ailment. Admittedly, she is the Director and her son/second accused is said to be the Managing Director and the document is executed by the petitioner. By a sheer typographical mistake in the complaint No. 464 of 2011, it is mentioned that the petitioner as the signatory to the cheques. Admittedly, she is the Director and her son/second accused is said to be the Managing Director and the document is executed by the petitioner. By a sheer typographical mistake in the complaint No. 464 of 2011, it is mentioned that the petitioner as the signatory to the cheques. However, in another complaint PCR No. 1237 of 2011, it is categorically mentioned that it is accused 2-Sri N.K. Kashyap, who has signed the cheques in question. However, being the Director of the Company, the petitioner cannot escape from the vicarious liability of the offence under Section 138 of the Act. Relying on the judgments of the Apex Court - S.V. Muzumdar and Others v Gujarat State Fertilizer Company Limited and Another, ILR 2005 Kar. 2494 (SC): AIR 2005 SC 2436 : (2005)4 SCC 173 : 2005 SCC (Cri.) 1020 : 2005 Cri. L.J. 2566 (SC): 2005 AIR SCW 2364 and N. Rangachari v Bharat Sanchar Nigam Limited, AIR 2007 SC 1682 : (2007)5 SCC 108 : (2007)2 SCC (Cri.) 460 : 2007 Cri. L.J. 2448 (SC): 2007 AIR SCW 2591, he further submits that having not disputed the fact of bouncing of all the cheques and having not repaid the amount as per loan agreement, the cognizance taken by the learned Magistrate is legal and cannot be interfered. 7. The extract of the minutes of the Board Meeting of the first accused held on 6-1-2005 is produced, evincing that the Director-petitioner herein authorised the Managing Director-N.K. Kashyap to perform on behalf of the Company with respect to borrow, raise money or to take financial assistance in respect of the project of renovation and retrofitting of Business Class Hotel, "Amogh Heritage", at Residency Road, Bangalore, from Financial Institutions, Commercial Banks etc. The submission on behalf of the petitioner is, this resolution was within the knowledge of the complainant-Company while sanctioning the loan to the first accused-Company. In pursuance of the same, accused 2 dealt with the transaction in question and has issued cheques individually towards payment in installment in respect of loan amount due. 8. The submission on behalf of the petitioner is, this resolution was within the knowledge of the complainant-Company while sanctioning the loan to the first accused-Company. In pursuance of the same, accused 2 dealt with the transaction in question and has issued cheques individually towards payment in installment in respect of loan amount due. 8. The Apex Court in the case of Anita Malhotra, reminded that it has repeatedly held that "in case of a Director (of a Company), the complaint should specifically spell out how and in what manner the Director was in charge of or was responsible to the accused-Company for conduct of it's business, and mere bald statement that he or she was in charge of and was responsible to the company for conduct of it's business is not sufficient......" The Apex Court in the case of Gunmala Sales Private Limited, while addressing the doctrine of 'Indoor Management' raised on behalf of the Company it was observed: "8. (a) x x x x x (b) xxxxxxxxxx (c) The doctrine of 'Indoor Management' would be a relevant factor to be considered while assessing the averments to be made to satisfy the requirements of Section 141 of the N.I. Act. A complainant to whom a cheque is issued by a company may not be aware of the functions performed by a particular Director in the company. The responsibility of each of the Directors is exclusively the internal management of the company itself..........." In the above case, in the absence of any specific pleadings relating to the role of Directors of the accused-Company and also by taking note of the fact that the accused was a lady aged 70 years, the Apex Court held that making a lady stand before the trial would be a abuse of process of Court. 9. Here is the case where the complainant does not categorically make out a case against the petitioner that she was helm of affairs, thereby responsible for business and conduct of the Company. Though it is contented that she has signed the loan agreement, admittedly, she has not signed the cheques issued. 9. Here is the case where the complainant does not categorically make out a case against the petitioner that she was helm of affairs, thereby responsible for business and conduct of the Company. Though it is contented that she has signed the loan agreement, admittedly, she has not signed the cheques issued. This Court in the case of Smt. Sujatha Rana, in similar circumstances, on observing that in the complaint there was no specific averments as to how the petitioner-accused was incharge and responsible for the affairs of the Company, was of the view that it can be said that, the Managing Director by virtue of his office, becomes responsible, the other Directors who have signed the instrument, may also become liable but other Directors, they will not automatically become liable. Only because they are directions, Section 141 of the Act does not refer to the Director but refers to the person, a person may be Director or not, but he must be incharge and responsible for the business of the company on the date of the commission of the offence. 10. As noticed, the petitioner herein is 86 years old, said to be ailing from Senile Tremors and in all probabilities, it cannot be attributed that she was actively indulged in cheque transactions. Under the circumstances, the cognizance taken by the learned Magistrate against her in both the cases are liable to be quashed. Accordingly, both petitions are allowed. The orders dated 31-3-2011 and 10-10-2011 in PCR Nos. 464 and 1237 of 2011 respectively, in issuing process against the petitioner and consequential proceedings on the file of the 14th Additional C.M.M., Mayohall Unit, Bangalore, insofar as this petitioner is concerned only is quashed. The proceedings as against other accused may proceed.