ORDER : This petition is filed by accused No. 2 for quashing of the proceedings initiated by the respondent complainant contending inter-alia that she is neither a signatory to the cheque nor had issued the cheque in question or she is the account holder in respect of the subject cheque which has been issued to the complainant and as such, proceedings initiated against her be quashed. 2. I have heard the arguments of Sri. V.P. Kulkarni learned counsel appearing for petitioner and Sri. Shivakumar learned counsel appearing for respondent and perused the records. 3. Respondent herein has filed the complaint under Section 200 Cr.P.C. against the petitioner and her husband as accused Nos. 2 and 1 respectively. It is alleged that they had borrowed a sum of Rs.20,00,000/, executed a loan agreement jointly and as security to said loan they have deposited the original title deeds of the property bearing Nos. 82 and 83 owned by them as a security for repayment of the said loan and thereby created an equitable mortgage by way of deposit of title deeds and for discharge of said debt when the complainant made a demand, accused No.1 is said to have issued 3 cheques for repayment of amount borrowed and said three (3) cheques when presented came to be returned as unpaid by the complainant’s banker with an endorsement ‘account closed’ (in respect of two cheques) and ‘funds insufficient’ (in respect of one cheque). Hence, complainant is said to have issued statutory notice to accused which came to be replied but there has been no compliance of the demand made in the notice and as such alleging that accused persons have committed an offence punishable under Section 138 of N.I. Act has filed the complaint and in respect of which cognizance has been taken by the Magistrate and notice came to be issued to accused persons. Hence, accused No. 2 alone is before this Court for quashing of the said proceedings. 4. A perusal of the averments made in the complaint would clearly indicate that both accused had borrowed loan from complainant and had agreed to repay the same. Hence, accused No. 2 alone is before this Court for quashing of the said proceedings. 4. A perusal of the averments made in the complaint would clearly indicate that both accused had borrowed loan from complainant and had agreed to repay the same. Subsequently acknowledgement is also said to have been issued by accused No. 1 (husband of petitioner) agreeing and undertaking to repay the amount borrowed from the complainant on 3 different dates and accordingly had issued 3 cheques out of which 2 cheques had been returned with an endorsement ‘account closed’ and one cheque has been returned with an endorsement ‘funds insufficient’. Even according to the complainant cheques in question were issued by accused No. 1 and not by accused No. 2. She is neither the account holder nor signatory of the cheque in question. 5. The offence as indicated under Section 138 of the Negotiable Instruments Act (hereinafter referred to as the N.I. Act) would be attracted where cheque drawn by a person on any account maintained by him with his banker for payment of any amount of money due to another person for the discharge either in whole or in part of a debt or other liability has been returned by such Bank unpaid and as indicated under Section 138 of N.I. Act and on the ingredients prescribed under clauses (a) to (c) of the proviso being complied by the complainant the offence is deemed to have been committed. However by a deeming fiction under Section 141 of the N.I. Act the legislature has extended the vicarious liability to every person who at the time of offence so committed was in-charge of and was responsible to a company, where the company is accused of an offence having been committed under Section 138 of N.I. Act. 6. A penal statute has to be strictly construed and there can be no second opinion on this. However, the rule of construction would have no application to a procedural provision. The rule of strict construction exhibits a preference for the liberty of the subject and in case of an ambiguity, it enables the Court to resolve the doubt in favour of the subject and against the Legislature, which has failed to express itself clearly. For this preposition, the judgment of Hon’ble Apex Court in the case of State of West Bengal and Others Vs. For this preposition, the judgment of Hon’ble Apex Court in the case of State of West Bengal and Others Vs. Swapan Kumar Guha and Others reported in AIR 1982 SC 949 at page 953 can be looked up. 7. If two possible and reasonable constructions can be put upon a penal provision, the Court must lean towards that construction, which exempts the subject from penalty rather than the one which imposes penalty. It would not be open to the Court to stretch the meaning of an expression used by the Legislature in order to carryout the intention of the Legislature. In the matter of Spicer Vs. Holt reported in (1976) 3 All England Report at pages 78 and 79 it has been held: “So, when a statute dealing with a criminal offence impinging upon the liberty of citizens, a loophole is found, it is not for the judges to cure it, for it is dangerous to derogate from the principle that a citizen has a right to claim that howsoever much his conduct may seem to deserve punishment, he should not be convicted unless that conduct falls fairly within the definition of crime of which he is charged. The fact that an enactment is a penal provision is in itself a reason for hesitating before ascribing to phrases used in it a meaning broader than that they would ordinarily bear.” 8. The Privy Council, in London and North Eastern Railway Co. Vs. Berriman reported in (1946) 1 All England Report 255 at page 270 referring to the observations made in Tuck and Sons Vs. Priester and 1887 19 Queens Bench Division 629 at page 638 Lord Esher M.R. observed thus: “The settled rule for construction of penal Sections” observed: “if there is a reasonable interpretation which will avoid the penalty in any particular case we must adopt that construction. If there are two reasonable constructions, we must give the more lenient one” 9. There cannot be a dispute to the proposition that duty of the Court is to give effect to the purpose as expressed in clear and unambiguous language of a statute. If there are two reasonable constructions, we must give the more lenient one” 9. There cannot be a dispute to the proposition that duty of the Court is to give effect to the purpose as expressed in clear and unambiguous language of a statute. All penal statutes are to be construed strictly that is to say, the Court must see that the thing charged as an offence is within the plain meaning of the words used, and “must not strain” the words on any notion that there has been a slip on the part of the Legislature or explaining the doctrine of casus omissus while construing the penal statute the Court should not add words into it, which the Legislature had not contemplated either by assumption or presumption. It is also trite law that while construing the penal statute, there cannot be any addition or subtraction of the words. 10. Keeping these salutary principles in mind, when Section 141 of the N.I. Act is perused or on a plain reading of said provision, it would clearly disclose that Legislature has consciously created a deeming fiction and has held where the offence committed under Section 138 is a company, every such person, who at the time of 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 liable to be proceeded against and punished accordingly. However, proviso to sub-section (1) of Section 141 of the N.I. Act, would clearly indicate that such of those Directors or persons who were not in ‘know how’ of the commission of the offence by a company would be exonerated or acquitted of said offence in the event of said fact is proved. Thus, burden is on the accused to establish and the complainant has to state allege in the complaint as to the act of such persons, who are responsible for the day-to-day affairs of the company, which consequently resulted in issuance of a cheque. Thus, burden is on the accused to establish and the complainant has to state allege in the complaint as to the act of such persons, who are responsible for the day-to-day affairs of the company, which consequently resulted in issuance of a cheque. In fact, second proviso to sub-section (1) of Section 141 of N.I. Act exonerates the class of persons, who have been nominated as the Directors of a company by virtue of holding any office or employment either in the Central Government or State Government or a Financial Corporation, owned or controlled by Central or State Government as the case may be, from facing such prosecution. To clear any doubt that may arise with regard to understanding or interpretation of the expression ‘Company’, ‘Director’ in relation to firm means ‘Partner’ the legislature has clearly indicated in explanation under Section 141 of N.I. Act as to who would fall within such definitions and said explanation that is (a) and (b) is a complete answer, namely, in relation to a company, it would mean any body corporate and includes a Firm or other Association of individuals and ‘Director’ in relation to a firm would mean a partner in the firm. As such, contention raised in the instant case by the learned counsel appearing for the respondent to explain the meaning of association of persons (AOP) or members of Hindu Undivided Family would also fall within said definition will definitely result in reading certain words into the Section which legislature consciously omitted to include in the penal statute and as such, said contention cannot be accepted. Hence, judgment relied upon by the learned counsel appearing for the respondent in the matter of Jagadish Rai Agarwal and others Vs. State of Andhra Pradesh 2005 Crl.L.J. 314 which is of persuasive value cannot be accepted and vicarious liability sought to be created by a deeming fiction has to be restricted to persons as defined under Section 141 of the N.I. Act only in the background of explanation to Section 141 only. Extending such expression that is ‘association of persons’ to the members of Hindu undivided family would amount to stretching the language of the statute beyond what the legislature had contemplated. As such, contention raised in that regard deserves to be rejected and accordingly it is rejected. 11. Extending such expression that is ‘association of persons’ to the members of Hindu undivided family would amount to stretching the language of the statute beyond what the legislature had contemplated. As such, contention raised in that regard deserves to be rejected and accordingly it is rejected. 11. In the light of afore stated facts this Court is of the considered opinion continuation of proceedings against petitioner (accused No.2) herein who is neither signatory to the cheque nor account holder would not serve any purpose and she would not fall within four corners of the expression used in Section 141 of the N.I. Act. Even if allegations made in the complaint remains unrebutted petitioner (Accused No.2) cannot be convicted and on such continuation of proceedings against accused No.2 would be an exercise in futility. Hence, continuation of proceedings against the petitioner (accused No.2) would be oppressive and would be an abuse of process of law. Even otherwise, if the prosecution is taken to its logical end petitioner cannot be convicted for the said offence. Hence, I proceed to pass the following; ORDER (i) Criminal petition is allowed. (ii) Proceedings initiated against petitioner (accused No. 2) pending in C.C.No.16468/2018 is hereby quashed insofar as the petitioner is concerned. (iii) However, it is made clear that proceedings initiated against accused No.1 shall continue and jurisdictional Court shall expeditiously dispose of the same at any rate within one month from the date of receipt of certified copy of this order which would be subject to both parties cooperating with trial Court.