JUDGMENT & ORDER : 1. Heard Mr. S. B Sharma on behalf of the petitioner and Mr. M. K Sharma on behalf of respondent 3 to 5. 2. According to the petitioner he was working as an independent consultant-cum-director under the Surface Technique (India) Private Ltd. Company and the authorized representative of the company is Sri Das Kumar Tiwari. The respondent No. 4 Smti. Poonam Thakur is the director of the said company. The petitioner as a director was discharging liaison works only and he was not associated with the day to day affairs of the company and its administration nor anyway responsible for the conduct of the company. The respondent No. 1 lodged a complaint on 3.6.2013 before the court of CJM, Kamrup with the allegation that as the respondent has some business relation with the complainant company and accordingly towards discharging the unpaid amount for purchasing cement from the complainant company, the accused No. 1 Smti. Poonam Thakur issued one cheque of Rs. 25,06,800/-in favour of the complainant company on 30.3.2013 for an amount of Rs. 25,06,800/-but on depositing the cheque in the bank same was returned unpaid to the complainant’s bank for which after serving required notice under Negotiable Instrument Act, the case was filed against the said director along with all the persons concerned with the said company. The present petitioner was one of the director in the said company. 3. Now, the petitioner contends that he is not associated with the day to day work of the company and due to certain compelling reasons he tendered his resignation from the post of director on 14.8.2013 followed by his reminder dated 7.4.2014 and finally on 10.5.2014 his resignation was confirmed. It is contended that the court has taken cognizance under section 138 NI Act and nothing was there to bring the petitioner within the purview of section 141 of NI Act and moreover the petitioner does not fall within the ambit of the section 141 NI Act as he is not under the category of person who are responsible to the conduct of the business of the company. Challenging the aforesaid proceeding the present petition has been preferred under section 482 to quash the proceeding. 4. Notice was duly issued to all the respondents but respondent No. 1/complainant company did not turn up to contest the proceeding. Challenging the aforesaid proceeding the present petition has been preferred under section 482 to quash the proceeding. 4. Notice was duly issued to all the respondents but respondent No. 1/complainant company did not turn up to contest the proceeding. On the other hand, respondent 3 to 5 have made their appearance and filed the affidavit. 5. I have considered the submission of Ld. Counsel for the petitioner as well as the contesting respondents and perused the matters on record. 6. The Ld. Counsel for the petitioner has referred to the averments in the complaint petition as well as the communication made by the complainant company, to show that the petitioner was one of the directors of the company but nothing to show that he was liable or responsible for affairs of the company. Reliance has been placed upon the decision of (2005) 8 SCC 89 SMS Pharmaceutical Ltd. Vs. Nita Bhalala and another and (2013) 16 SCC 630 , A.K Singhania Vs. Gujarat State Fertilizer Company Ltd. and another, (2009) 10 SCC 48 K. K. Aahuja Vs. V.K Vora and another. 7. In above citations, it has been held that in a complaint under section 138, to proceed against the director there must be specific averments that the said director is in charge and responsible for the conduct of the business of the company. It has been held that a person is vicariously liable under section 141(1) of NI Act only if he is responsible of the company and also in charge of the business of the company. In case of a person who does not fulfill the first condition, question of fulfilling the second condition does not arise. Every person connected with the company shall not fall within the ambit of the provision and it is only those persons who were in charge and responsible for the conduct of the business of the company can be made liable for criminal action. The liability arises on account of conduct, act or omission on the part of the person not merely on account of holding an office or a position in the company. Thus, merely being a director of the company is not sufficient to make the person liable under section 141. 8. The liability arises on account of conduct, act or omission on the part of the person not merely on account of holding an office or a position in the company. Thus, merely being a director of the company is not sufficient to make the person liable under section 141. 8. Turning to the present case it is found that as per the complaint itself mandatory notice was issued to the director Poonam Thakur and the company but not to the present petitioner and a simple averment has been made that all the accused persons are fully involved in the day to day activities of the company. The disputed cheque was also issued by Poonam Thakur who has been arrayed as an accused No. 1 in the complaint petition. 9. It is to be noted the said Poonam Thakur appearing as respondent No. 3 in the present case representing the company respondent No. 5 in their affidavit in opposition has fairly submitted that the present petitioner was engaged in their company only for development and relation with other leading companies and he has no way involved with the day to day affairs of the company neither in company’s contract nor in administration of the company. The petitioner has no liability of discharge to the company namely Surface Technical (India) Private Ltd. or any other company. It has also been admitted that petitioner was engaged only for liaison in their company by working from outside and on 14.08.2013 he filed resignation which was affected on 10.5.2014 but it has been submitted that the petitioner is no way connected with the issuance of the cheque or the transaction with the complainant company. The above replied of the respondent company itself is enough to exonerate the present petitioner on the liability as a director to the company at the relevant point of time. 10. In the case in hand the complaint was not under section 141 NI Act to embrace the present accused petitioner within the ambit of said section. The cognizance of the offence under section 138 has been taken by the court. Now, according to the section 7 of the Act drawer mean the maker of a bill of exchange or a cheque. An authorized signatory of a company becomes a drawer as has been authorized to do so or in respect of amount maintained by the company. The cognizance of the offence under section 138 has been taken by the court. Now, according to the section 7 of the Act drawer mean the maker of a bill of exchange or a cheque. An authorized signatory of a company becomes a drawer as has been authorized to do so or in respect of amount maintained by the company. In the instant case admittedly the petitioner is not the drawer of the cheque nor he is found to be responsible for the affairs of the company. Accordingly, on merit as well as the complaint as a whole does not disclose any commission of offence on the part of the present petitioner and as such continuation of proceeding against the present petitioner will be nothing but an abuse of process of law. In the given circumstances and in view of the legal proposition of law as discussed above this court is the opinion that the provision of Section 482 CrPC can be invoked as has been sought for. 11. Accordingly, the proceeding pertaining to the CR Case No. 1739C/2013 pending before the JMFC, Kamrup and under section 138 NI Act is hereby quashed and set aside as regards the present petitioner only. The petition stands disposed of.