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SC allowed the appeal, setting aside the HC's order quashing criminal proceedings under Section 138 of the Negotiable Instruments Act. The Court found sufficient averments to invoke vicarious liability against the non-executive director under Section 141. The complaint's allegations regarding the director's responsibility for day-to-day affairs of the company were deemed adequate to proceed with the criminal case. The original process order was restored, directing the Metropolitan Magistrate to continue proceedings in accordance with law.