Punjab-Haryana High Court
Anil Gupta vs Vikas Trading Company on 8 July, 2024
Author: Karamjit Singh
Bench: Karamjit Singh
Neutral Citation No:=2024:PHHC:086533
CRM-M-14461-2019 (O&M) [1]
IN THE HIGH COURT OF PUNJAB AND HARYANA AT
CHANDIGARH
CRM-M-14461-2019 (O&M)
Reserved on 02.05.2024
Date of decision: 08.07.2024
Anil Gupta ...Petitioner
Versus
M/s Vikas Trading Company ...Respondent
CORAM: HON'BLE MR. JUSTICE KARAMJIT SINGH
Argued by: Mr. Aashish Chopra, Sr. Advocate with
Mr. Gagandeep Singh, Advocate for the petitioner.
None for the respondent.
****
KARAMJIT SINGH, J. (ORAL)
1. The instant petition has been filed by the petitioner under
Section 482 Cr.P.C. for quashing of impugned complaint bearing
No.548/2017 dated 01.07.2017 titled as M/s Vikas Trading Company
Commission Agent through its Partner Karnail Singh Vs. Amira Pure Foods
Private Limited and others (Annexure P-1) under Section 138 of Negotiable
Instruments Act (in short NI Act) pending in the Court of Judicial
Magistrate Ist Class, Kurukshetra including all proceedings emanating
therefrom including summoning order dated 27.10.2017 (Annexure P-3).
2. The brief facts of the case are that respondent filed complaint
(Annexure P-1) against the petitioner and other accused persons wherein it
was alleged that accused Nos.2 to 8 are directors of accused No.1 Amira
Pure Foods Private Limited. That accused purchased paddy from respondent
on credit basis and later on, made part payment. That accused issued cheque
1 of 6
Neutral Citation No:=2024:PHHC:086533
CRM-M-14461-2019 (O&M) [2]
bearing No.360021 amounting to Rs.2,84,775/- dated 22.12.2016 in order to
discharge their legal liability. On presentation the said cheque was
dishonored with remarks 'exceed arrangement' vide memo dated
17.03.2017 which was received by the complainant/respondent on
20.03.2017. Thereafter, legal notice under Section 138 NI Act dated
17.04.2017 was served upon the accused persons. However, the accused
persons failed to respond to the said legal notice within a stipulated period.
On this, impugned complaint (Annexure P-1) dated 01.07.2017 was
instituted by respondent against the accused company and its directors
including the petitioner alleging that accused Nos.2 to 8 are directors of
accused No.1 i.e. Amira Pure Foods Private Limited and are incharge and
responsible for the day to day working, functioning and conduct of the
business of the company.
3. The learned trial Court after recording the preliminary
evidence, summoned the accused company and its directors including the
present petitioner vide order (Annexure P-3) dated 27.10.2017.
4. The petitioner has filed the present petition seeking quashing of
impugned complaint (Annexure P-1), summoning order (Annexure P-3).
5. Notice of motion was issued, but respondent i.e. complainant
failed to respond to said notice despite their due service.
6. The learned senior counsel while impugning complaint
(Annexure P-1), summoning order (Annexure P-3) as well as the
consequential proceedings arising therefrom has inter alia contended that
learned trial Court had mechanically taken cognizance as against the
petitioner, when there is absolutely no specific allegations in a complaint
2 of 6
Neutral Citation No:=2024:PHHC:086533
CRM-M-14461-2019 (O&M) [3]
(Annexure P-1) against the petitioner as to how and in what manner he was
responsible for the conduct of the business of the company. It has been
further contended that petitioner was not signatory to the cheque in question
and actually the petitioner had resigned as director of M/s Amira Pure
Foods Private Limited and his resignation was accepted w.e.f. 21.01.2016
(Annexure P-4) whereas the cheque in question had been issued much later
i.e. 22.12.2016. The learned senior counsel has further argued that since the
petitioner had already resigned as a director of the company vide (Annexure
P-4), much prior to issuance of cheque in question and commission of
offence under Section 138 NI Act, the petitioner could not be held
vicariously liable for the actions of the company by invoking provision of
Section 141 NI Act. It has been further contended that when the cheque in
question was issued and subsequently, dishonored on their presentation, the
petitioner was neither incharge nor responsible for the day to day affairs of
the company. The senior counsel for the petitioner has further contended
that the continuance of the impugned complaint (Annexure P-1) and all the
subsequent proceedings arising therefrom would amount to misuse of the
process of Court and that of law. In order to substantiate his contention, the
counsel for the petitioner has placed reliance on the judgment of Hon'ble
Supreme Court in Pooja Ravinder Devidasani Vs. State of Maharashtra
2014 (16) SCC 1 and decision of co-ordinate Bench of this Court in CRM-
M-34710-2019 titled as Anil Gupta Vs. Pawan Kumar, decided on
03.05.2024.
7. I have considered the submissions made by senior counsel for
the petitioner.
3 of 6
Neutral Citation No:=2024:PHHC:086533
CRM-M-14461-2019 (O&M) [4]
8. The impugned complaint (Annexure P-1) has been filed by
respondent against accused No.1 Amira Pure Foods Private Limited and
accused Nos.2 to 8 who were stated to be its directors. The first accused is
admittedly a company. As per the allegations in the complaint, the cheque
in question was signed by accused No.7 Ms. Aparna Puri being
director/authorized signatory of accused No.1 company.
9. To attract the offence under Section 141 of NI Act, the primary
responsibility on the complainant is to make specific averments as required
under the law in the complaint so as to make the accused vicariously liable
for fastening criminal liability.
10. The Hon'ble Supreme Court in SMS Pharmaceuticals Vs.
Neeta Bhalla (2007) 4 SCC 70 held that merely because a person is a
director of a company, it is not necessary that he is aware about the day to
day functioning of the company. It was further held that there was no
universal rule that a director of a company is incharge of its everyday
affairs. It was therefore necessary, to aver as to how the director of the
company was incharge of day to day affairs of the company or responsible
to the affairs of the company.
11. The aforesaid view was reiterated by the Hon'ble Supreme
Court in National Small Industries Corporation Limited Vs. Harmeet
Singh Paintal and another 2010 (3) SCC 330 and Pooja Ravinder
Devidesani's case (supra).
12. In National Small Industries Corporation Limited's case
(supra), the Hon'ble Apex Court also held as follows:-
"26) Apart from the legal position with regard to compliance of
4 of 6
Neutral Citation No:=2024:PHHC:086533
CRM-M-14461-2019 (O&M) [5]
Section 141 of the Act, in the appeals of National Small Industries
Corporation, respondent No.1- Harmeet Singh Paintal was no
more a Director of the company when the cheques alleged in the
complaint were signed and the same is evidenced from the Sixth
Annual Report for the year 1996-97 of the accused company. The
said report is of dated 30.08.1997 and the same was submitted with
the Registrar of Companies on 05.12.1997 and assigned as
document No. 42 dated 09.03.1998 by the Department. Those
documents have been placed before this Court by respondent No.1
as an additional document. In view of these particulars and in
addition to the interpretation relating to Section 141 which we
arrived at, no liability could be fastened on respondent No.1.
Further, it was pointed out that though he was an authorized
signatory in the earlier transactions, after settlement and in
respect of the present cause of action, admittedly fresh cheques
were not signed by the first respondent. In the same way, in the
appeal of the DCM Financial Services, the respondent therein,
namely, Dev Sarin also filed additional documents to show that on
the relevant date, namely the date of issuance of cheque he had no
connection with the affairs of the company.
27) In the light of the above discussion and legal principles, we are
in agreement with the conclusion arrived at by the High Court and
in the absence of specific averment as to the role of the
respondents and particularly in view of the acceptable materials
that at the relevant time they were in no way connected with the
affairs of the company, we reject all the contentions raised by
learned counsel for the appellants. Consequently, all the appeals
fail and are accordingly dismissed."
13. Now reverting back to the facts of the case on hand, a perusal
of copy of form No.DIR-11 (Annexure P-4) reveals that petitioner had
resigned as director of accused No.1 a company w.e.f. 21.01.2016. This fact
has not been refuted by the respondent, who failed to turn up despite its due
service in the present petition. Further, form No.DIR-11 is a official
document which comes under public domain and is free from suspicion and
can be relied upon even at the prima facie stage. Thus, it is evident that at
the time when cheque in question was issued and subsequently, dishonored
the petitioner was having no connection with the affairs of the company and
had already severed all ties with the company.
14. In light of the above, in order to secure ends of justice and to
prevent the abuse of process of Court, sufficient grounds are made out to
5 of 6
Neutral Citation No:=2024:PHHC:086533
CRM-M-14461-2019 (O&M) [6]
interfere in this matter under Section 482 Cr.P.C.
15. Given the aforementioned facts and circumstances and the
settled position of law, criminal proceedings commenced under Section 138
of NI Act in the present case deserve to be quashed along with all the
subsequent proceeding arising therefrom qua the present petitioner.
Accordingly, the present petition is allowed and complaint NACT No.548-
2017 dated 01.07.2017 titled as M/s Vikas Trading Company Vs. Amira
Pure Foods Private Limited and others (Annexure P-1) filed under Section
138 of NI Act and the summoning order dated 27.10.2017 (Annexure P-3)
and all the subsequent proceedings emanating therefrom are hereby quashed
qua the present petitioner. However, it is made clear that any observation
made herein above shall not be construed as an expression of opinion on the
merits of the case qua the other accused persons.
16. Pending application(s), if any, stand disposed of.
08.07.2024 (KARAMJIT SINGH)
YOGESH JUDGE
Whether speaking/reasoned:- Yes/No
Whether reportable:- Yes/No
6 of 6
