2025 (5) TMI 564

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.... Dadheech Infrastrucures Pvt. Ltd." under Section 138 read with Section 141 of Negotiable Instruments Act, 1881 (hereinafter referred to as "N.I. Act") and other proceedings emanating therefrom. 2. Briefly stated, M/s Dadheech Infrastructure Pvt. Ltd., a Company having its registered office in West Bengal, is engaged in the business of construction works. The accused Nos. 2-4 being its Directors, are persons in charge and responsible for all acts of the Company. The Complainant, the proprietor of M/s Shri Ram Builders, is engaged in the business of construction and supply of Building raw materials. 3. They entered into a business arrangement whereby the Complainant started supplying the materials to accused No. 1 Company on a regular ....

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.....12,53,968/- 2. 521020 SBI Kolkata Ballygunge Branch 20.12.2016 Rs.10,00,000/- TOTAL AMOUNT: Rs. 22,53,968/- 9. The Complainant as requested by the accused persons, presented the aforesaid cheque for encashment on 10.11.2016 with its banker Delhi State Cooperative Bank Ltd. Branch. However, the said cheque was returned unpaid with bank's remarks as "Funds Insufficient" vide Return Memo on 20.11.2016. 10. The accused persons when intimated about the dishonour of cheque, requested the Complainant to re-present the said cheque along with other cheque bearing No. 521020 amounting Rs. 10,00,000/- on 20.12.2016. However, both the cheques again were dishonoured for "Funds Insufficient" vide Return Memo dated 27.12.2016. ....

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....ness of the accused Company. Furthermore, in light of the proviso to Section 141 (1), the Complainant must also clearly plead the capacity in which the Petitioner was in charge of and responsible for the day-to-day affairs of the Company particularly at the time when the cheques in question was issued. It is the settled law that "merely being a Director doesn't make a person responsible or in control of the Company". 17. Thus, the Complaint qua the Petitioner is liable to be quashed. 18. The Respondent No. 2/Complainant in his Counter-Affidavit has vehemently opposed the Petition. 19. It is submitted that it has been specifically averred in the Complaint that the Petitioner as Director along with the other accused persons/ Director....

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....lso corroborated by the Form No. DIR-11 which states that the Petitioner was appointed as an Additional Director on 25.09.2014 and has filed his resignation on 19.05.2015. The Company has also received confirmation of the resignation. 26. The Apex Court in the case of Adhiraj Singh vs. Yograj Singh and Ors., arising out of S.L.P. (Crl.) No(s). 16051-16052/2023 decided on 02.12.2024, while considering a similar situation wherein post-dated cheques were issued on 12.07.2019 after the resignation of the Director, it was held as under:- "Once the facts are plain and clear that when the cheques were issued by the Company, the appellant had already resigned and was not a director in the Company and was not connected with the company, ....