JUDGMENT : R.K. Bag, J. 1. The petitioner has prayed for quashing of the proceedings of Case No.C-848 of 2011, C-849 of 2011, C-850 of 2011, C-851 of 2011, C852 of 2011 and C-853 of 2011 pending before the Court of Learned Metropolitan Magistrate, 12th Court, Calcutta by filing six separate revisional applications. 2. The backdrop of the present revisional applications is as follows:- The opposite party no.2/complainant filed six petitions of complaint before the Court of Learned Chief Metropolitan Magistrate, Calcutta praying for issuance of process against the present petitioner and others for facing the trial for the offence punishable under Section 138 read with Section 141 of the Negotiable Instruments Act, 1881. The opposite party no.2 – M/s Shankar Apparels (P) Ltd. is a company incorporated under the provisions of the Companies Act, 1956 (hereinafter referred to as the complainant company). M/s Vishal Retail Ltd. which is arraigned as accused no.1 in all petitions of complaint, is also a limited company (hereinafter referred to as the accused company). M/s T.P.G. Wholesale (P) Ltd. (hereinafter referred to as the petitioner company) is also arraigned as an accused in all petitions of complaint on the ground that the petitioner company has acquired all liabilities, assets and debts of the accused company after amalgamation of the accused company with the petitioner company. The directors of the accused company have been arraigned as accused no.9 to 14 in all petitions of complaint and the directors of petitioner company have been arraigned as accused no.3 to 8 in all petitions of complaint, as they were in control of business of the respective companies and were responsible for day-to-day business of the respective companies. 3. It is alleged in the petitions of complaint that accused company used to deal in varieties of products and had commercial relation with the complainant company in October, 2010. The complainant company supplied its materials and articles to the accused company for which there was an outstanding dues of Rs.1,82,88,055/-. The director of the accused company who was in-charge of day-to-day affairs of the said company issued several Account Payee cheques of diverse amount and dates – all drawn on State Bank of India, New Delhi in favour of the complainant company from the bank account of the said accused company with specific representation that the cheques would be encashed on presentation. The accused company issued one notice disclosing the fact that the accused company has been acquired by the petitioner company with all its liabilities, assets and debts on the date of amalgamation of the two companies. It is further alleged in the complaints that out of total cheques worth Rs.1,82,88,055/- issued by the accused company in favour of the complainant company, some cheques worth Rs.81,41,101/- were taken back by the petitioner company and in lieu of the said cheques fresh cheques issued by the petitioner company from the bank account of the petitioner company were duly encashed by the complainant company. It is alleged by the complainant company that the cheques worth Rs.1,01,46,954/- were not exchanged by the petitioner company and as such those cheques were lying in the custody of the complainant company, even after amalgamation of both the companies. The directors of the petitioner company did not respond to the call of the complainant company for making payment of the cheques worth Rs.1,01,46,954/-. Those cheques were presented by the complainant company for encashment in the Standard Chartered Bank, but those cheques were returned with the remark “insufficient fund” by the Bank on September 23, 2011. The complainant company sent demand notice to all the persons arraigned as accused in the petitions of complaint on October 19, 2011, but the accused persons did not respond after receiving the notice. Since the accused company did not make payment of the cheque amount to the complainant company within the stipulated period of time and since the accused company is acquired by the petitioner company by way of amalgamation, the complainant company filed six petitions of complaint against the accused company and the petitioner company and all their directors who were in control of and responsible for day-to-day business of their respective companies before the Court of Learned Magistrate for commission of the offence punishable under Section 138 read with Section 141 of the Negotiable Instruments Act, 1881. 4. The Learned Chief Metropolitan Magistrate took cognizance of the offence and transferred the complaints to the Court of Learned Metropolitan Magistrate, 12th Court, Calcutta. Learned Metropolitan Magistrate considered the statements of the complainant company and issued process against all the accused persons including the petitioner company and its directors. The petitioner company has prayed for quashing of the criminal proceeding so far as the petitioner company and its directors are concerned. 5. Mr. Learned Metropolitan Magistrate considered the statements of the complainant company and issued process against all the accused persons including the petitioner company and its directors. The petitioner company has prayed for quashing of the criminal proceeding so far as the petitioner company and its directors are concerned. 5. Mr. Sandipan Ganguly, Learned Counsel for the petitioner company contends that the cheques were issued by the accused company in favour of the complainant company in discharge of debt and liability of the accused company. He submits that the cheques were issued from the bank account of the accused company and those cheques were returned by the bank with remark “insufficient fund” in the bank account of the accused company. He has pointed out from the petitions of complaint that the complainant company has arraigned the accused company and all its directors as accused persons in the petitions of complaint for the offence punishable under Section 138 read with Section 141 of the Negotiable Instruments Act, 1881. By referring to the certificate issued by the Registrar of Companies, National Capital Territory of Delhi and Haryana on July 29, 2011 (Annexure-A to the supplementary affidavit) and the document downloaded from the website of Ministry of Corporate Affairs, Government of India (Annexure-A and Annexure-B to affidavit-in-reply), Mr. Ganguly argues that the name of the accused company was changed from M/s Vishal Retail Ltd. to V2 Retail Ltd. which remained active till September 30, 2013 when the last annual general meeting was held. Mr. Ganguly contends that the petitioner company acquired some business interests of the accused company and thereby the petitioner company cannot be made liable for the cheques issued by the accused company in favour of the complainant company. 6. Relying on the decision of the Supreme Court in Aparna A. Shah V. Sheth Developers Private Limited reported in (2013) 8 SCC 71 Mr. Ganguly submits that the ingredients of the offence under Section 138 read with Section 141 of the Negotiable Instruments Act, 1881 are not disclosed against the petitioner company and its directors from the contents of the petitions of complaint. By referring to the decision of our High Court in Telecommunications Consultation (India) Ltd. V. State of West Bengal reported in 2007(3) E.Cr.N 353 (Cal), Mr. By referring to the decision of our High Court in Telecommunications Consultation (India) Ltd. V. State of West Bengal reported in 2007(3) E.Cr.N 353 (Cal), Mr. Ganguly also submits that the petitioner company and its directors cannot be made liable to face prosecution under Sections 138/141 of the Negotiable Instruments Act, 1881 for issuance of the cheques by the accused company in favour of the complainant company in discharge of debt and liability of the accused company whose some business interests were acquired by the petitioner company. According to Mr. Ganguly, the criminal proceedings against the petitioner company and its directors are liable to be quashed, as the continuation of those proceedings may amount to an abuse of the process of the Court. 7. Mr. Somopriya Chowdhury, Learned Counsel for the complainant company contends that the petitioner company has acquired the accused company along with all its debts and liabilities and as such the petitioner company is liable to be prosecuted for dishonour of cheques issued by the accused company in discharge of its debts and liabilities to the complainant company. He has pointed out from the averments made in the petitions of complaint that the complainant company came to learn about the fact of acquiring assets, liabilities and debts of the accused company by the petitioner company from the circular issued by the petitioner company. According to Mr. Chowdhury, the criminal proceedings cannot be quashed against the petitioner company and its directors. 8. The contents of all petitions of complaint filed by the complainant company before the Court of Learned Magistrate disclose that various cheques worth Rs.1,82,88,055/- were issued by the accused company in favour of the complainant company in discharge of its debts and liabilities towards the complainant company. It is alleged in the said complaints that the cheques were issued by one director of the accused company which were drawn on State Bank of India, New Delhi from the bank account of the accused company. It appears from the petitions of complaint that some of those cheques worth Rs.81,41,101/- were taken back by the petitioner company and fresh cheques for that amount of money were issued by the petitioner company drawn from the bank account of the petitioner company in favour of the complainant company and those cheques were encashed by the complainant company. It appears from the petitions of complaint that some of those cheques worth Rs.81,41,101/- were taken back by the petitioner company and fresh cheques for that amount of money were issued by the petitioner company drawn from the bank account of the petitioner company in favour of the complainant company and those cheques were encashed by the complainant company. It also appears from the petitions of complaint that cheques worth Rs.1,01,46,954/- issued by the accused company in favour of the complainant company were dishonoured for “insufficient fund” in the bank account of the accused company. No document is forthcoming before the court to indicate that the petitioner company has acquired penal liability of the accused company for issuance of the cheques by the accused company in favour of the complainant company in discharge of its debts and liabilities towards the complainant company. In this connection, I would like to rely on the certificate (Annexure-A to the supplementary affidavit of the petitioner company) and the document downloaded from the website of Ministry of Corporate Affairs, Government of India (Annexure-A1 and Annexure-B1 to affidavit-in-reply of the petitioner company), as these are public documents or available in public domain, though the certified copy of the said documents are not forthcoming before the Court. I can rely on those documents as the documents have been produced supported by an affidavit before this Court for the purpose of hearing of the revisional applications. It appears from those documents that the accused company – M/s Vishal Retial Ltd. registered on July 23, 2001 was changed to V2 Retail Ltd. on July 29, 2011 and the said M/s V2 Retail Ltd. was active till September 30, 2013. The averments made in paragraph 12 and 13 of the petitions of complaint indicate that cheques were issued by the accused company in favour of the complainant company on different dates in the month of May, 2011 and those cheques were dishonoured in the month of September, 2011 and demand notice was issued by the complainant company in the month of October, 2011, when M/s V2 Retail Ltd. was active by changing name as the complainant company. 9. 9. With the above factual matrix, I have to decide whether the ingredients of offence under Sections 138/141 of the Negotiable Instruments Act are made out against the petitioner company and its directors from the allegations made in the petitions of complaint by the complainant company. In Aparna A. Shah V. Sheth Developers Private Limited reported in (2013) 8 SCC 71 the Supreme Court has noted down the ingredients required to be fulfilled for constituting an offence under Section 138 of the Negotiable Instruments Act. Relying on previous decision of the Supreme Court in Jugesh Sehgal V. Shamsher Singh Gogi reported in (2009) 14 SCC 683 the Supreme Court has laid down in paragraph 13 the ingredients required to be fulfilled for constituting an offence under Section 138 of the Negotiable Instruments Act, which are as follows: “13.(i) a person must have drawn a cheque on an account maintained by him in a bank for payment of a certain amount of money to another person from out of that account, (ii) the cheque should have been issued for the discharge, in whole or in part, of any debt or other liability; (iii) that cheque has been presented to the bank within a period of six months from the date on which it is drawn or within the period of its validity whichever is earlier; (iv) that cheque is returned by the bank unpaid, either because of the amount of money standing to the credit of the account is insufficient to honour the cheque or that it exceeds the amount arranged to be paid from that account by an agreement made with the bank; (v) the payee or the holder in due course of the cheque makes a demand for the payment of the said amount of money by giving a notice in writing, to the drawer of the cheque, within 15 days of the receipt of information by him from the bank regarding the return of the cheque as unpaid; (vi) the drawer of such cheque fails to make payment of the said amount of money to the payee or the holder in due course of the cheque within 15 days of the receipt of the said notice. Being cumulative, it is only when all the aforementioned ingredients are satisfied that the person who had drawn the cheque can be deemed to have committed an offence under Section 138 of the Act.” By applying the above test for constituting an offence under Section 138 of the Negotiable Instruments Act in the facts of the present case, I find that the accused company issued the cheques on an account maintained by the accused company and the said cheques were issued by the accused company in discharge of debts and liabilities towards the complainant company and the said cheques were dishonoured from the bank account of the accused company for “insufficient fund.” The said accused company was in existence by changing its name during the period of six months when the cheques could have been presented to the bank for encashment. In “Aparna A. Shah V. Sheth Developers Private Limited (supra), the Supreme Court has made it clear that only the drawer of the cheque can be prosecuted for the offence punishable under Section 138 of the Negotiable Instruments Act. The culpability attached to the dishonour of a cheque can, in no case “except in case of Section 141 of the Negotiable Instruments Act” be extended to those on whose behalf the cheque is issued. Thus, when the drawer of the cheque is a company, the Secretary, Managing Director and Directors responsible for day-to-day affairs of the company may be liable for the offence punishable under Section 138 read with Section 141 of the Negotiable Instruments Act. 10. In “Telecommunications Consultations (India) V. State of West Bengal” reported in 2007(3) E.Cr.N. 353 (Cal) Learned Single Judge of our High Court quashed the criminal proceedings against the petitioners who were unreasonably implicated in a proceeding under Sections 138/141 of the Negotiable Instruments Act. It is relevant to quote some portion of paragraph 21 of the said report, which is as follows: “21. Here in the present case, the cheque under reference was returned to M/s. MB Ltd. and there could be absolutely no scope for the present petitioners to do anything in that regard. It is relevant to quote some portion of paragraph 21 of the said report, which is as follows: “21. Here in the present case, the cheque under reference was returned to M/s. MB Ltd. and there could be absolutely no scope for the present petitioners to do anything in that regard. It is the categorical stand of the present petitioners that they had nothing to do with the opposite party no.2 or that, there had been no privity of contract between them and the said opposite party no.2 or that the cheque under reference was neither issued by them nor the same was issued in discharge of any legal debt or liability. On careful scrutiny of the petition of complaint which was filed before the Learned Court of Magistrate it can be easily gathered that certain things have conveniently been left vague. The extent of involvement of the present petitioner cannot be gathered on careful consideration of the said petition of complaint. Certain aspects relating to the relationship of the opposite party no.2 and the present petitioners perhaps have been purposely left unexplained. The inherent vagueness may reflect competent drafting but it cannot substitute the actual details which alone could enable the Learned Magistrate to apply its judicial mind for the purpose of proceeding further. The petition of complaint cannot afford anything to be left to imagination.” By following the above decisions of our High Court and the decision of the Supreme Court in “Aparna A. Shah V. Sheth Developers Private Limited” (supra), I find that the complainant company has not specifically alleged in the petitions of complaint how the petitioner company and its directors are responsible for dishonour of the cheques issued by the accused company. These cheques in question were not issued by the petitioner company in favour of the complainant company for its debts and liabilities towards the complainant company. These cheques in question were not issued by the petitioner company in favour of the complainant company for its debts and liabilities towards the complainant company. The complainant company has failed to make out a case in the petitions of complaint for prosecuting the petitioner company and its directors for the offence punishable under Sections 138/141 of the Negotiable Instruments Act, as the penal liability of the accused company cannot be shifted to the petitioner company for prosecuting the petitioner company and its directors for the offence punishable under Sections 138/141 of the Negotiable Instruments Act, particularly when the complainant company has arraigned the accused company and its directors as accused persons in all petitions of complaint. Thus, by taking in its entirety all the allegations made by the complainant company in the petitions of complaint, I am of the view that the allegations do not disclose the ingredients of the offence punishable under Section 138 read with Section 141 of the Negotiable Instruments Act against the petitioner company and its directors and as such the continuation of the criminal proceedings against the petitioner company and its directors will be an abuse of the process of the Court. This is a fit case where I should invoke my inherent power under Section 482 of the Code of Criminal Procedure for quashing of the criminal proceedings against the petitioners and its directors under Section 138 read with Section 141 of the Negotiable Instruments Act. 11. As a result, the criminal proceedings being complaint Case No.C-848 of 2011, C-849 of 2011, C-850 of 2011, C-851 of 2011, C-852 of 2011 and C-853 of 2011 pending before the Court of Learned Metropolitan Magistrate, 12th Court, Calcutta, are quashed so far as the petitioner company and its directors being accused no.2 and 3 to 8 are concerned. It is relevant to point out that the criminal proceedings of complaint Case No. C-848 of 2011, C-849 of 2011, C-850 of 2011, C851 of 2011, C-852 of 2011 and C-853 of 2011 will continue against the remaining accused persons before the Court of Learned Metropolitan Magistrate, 12th Court, Calcutta, who is directed to expedite the hearing of the cases and to dispose of the same as early as possible. All six criminal revisions are, thus, disposed of. All six criminal revisions are, thus, disposed of. Let a copy of this judgment and order be sent down to the Learned Court below for favour of information and necessary action. The urgent photostat certified copy of the judgment and order, if applied for, be given to the parties on priority basis after compliance with all necessary formalities.