TaxTMI 
TaxTMI 
2025 (6) TMI 1873
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....nt Case No. C-6501 of 2013 filed under Sections 138/141 of the Negotiable Instruments Act, 1881 (hereinafter referred to as 'N.I. Act') pending before the Court of the Learned Metropolitan Magistrate, 15th Court at Calcutta. 2. The brief facts, leading to filing of this instant Criminal Revisional application, are as under: 2a. The petitioner no. 1 is a registered company under the Companies Act, 1956 and petitioner no. 2 is the Company Secretary of petitioner no. 1/Company, M/s. Parekh Aluminex Ltd. The petitioner no. 2 had no role in policy making or in any day-to-day business affairs of the company. She had a role of discharging her duties and function as Company Secretary as prescribed under the Companies Act, 1956. 2b. The che....
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....nishable under Sections 138/141 of the N.I. Act. 2d. Lastly, it is averted that other two accused persons, namely, Kiran Kumar Chandulal Parekh and Devanshu Pravinbhai Desai were the non-executive directors of the petitioner no. 1/company. They have filed two Criminal Revisional Applications before the Learned 2nd Judge, City Sessions Court, Calcutta being Crl. Rev. No. 115 of 2013 and Crl. Rev. No. 177 of 2013 for quashing their cases. After hearing the parties, the Learned Judge quashed the proceedings against them since they were neither executive directors nor involved in any affairs or responsible for day-to-day business affairs of the company. 2e. In view of the above facts and circumstances, petitioner no. 2 filed this applicat....
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....er accused persons. 3c. Their cases have been quashed by the Learned Sessions Judge as they were not involved in the alleged offence. They have not played any role of the day-to-day affairs of the company. Similarly, Petitioner no.2 being the company's Secretary, had only statutory duty under the Companies Act, 1956 and she has a key responsibility in several areas of the management of the company as required under the law and the Company Secretary never dealt and had no control over the day-to-day business affairs of the company. To bolster his submission, the learned counsel relied upon the following judgments as under: - 1. Susela Padmavathy Amma Vs. Bharti Airtel Limited 2024 SCC OnLine SC 311; 2. Sunita Palita and ....
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....ay business affairs of the company. Similarly, the Petitioner no.2 was merely a Company Secretary associated with the Company. In support of her contention, she placed a form 32 (pursuant to sections 303 (2), 264 (2) or 266(1) (a) and 266 (1) (b) (iii) of the Companies Act, 1956). Upon perusal of the Form 32, it reveals she was a Company Secretary of the company/petitioner no. 1 and ceased to be associated with the company on and from 31.03.2013. 7. According to the petitioner no. 2, she is innocent and not involved in the offence as alleged by the complainant. In addition, the complainant has not disclosed any ingredients or role played by the petitioner no. 2 in the offence punishable under Sections 138/141 of the N.I Act. No specific ....
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....very limited and it does not extend to managing of the day-to-day affairs of the company. She was not a signatory of the cheque which was dishonoured. In this regard, this Court finds the judgments relied upon by the petitioner in the cases of 1) S.M.S. Pharmaceuticals Ltd. Vs. Neeta Bhalla and Anr. 2) Sunita Palita and Ors. Vs. Panchami Stone Quarry and 3) Susela Padmavathy Amma Vs. Bharti Airtel Limited are squarely applicable in the present case. The Hon'ble Supreme Court, time and again, reiterated as under: - " A Director of a company who was not in charge or responsible for the conduct of the business of the company at the relevant time, will not be liable for offence punishable under Section 138/141 of the N.I.Act. The liabi....
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....t. It does not take away the responsibility of the Trial court to ascertain the credibility of such averments prior to issuing process against particular person. It is not clear from the order as to how the Learned Trial court could come to a conclusion that the Petitioner No. 2 was an active Director of the said company and also she is responsible and was in charge of the day-to-day affairs of the company. There is mandatory provision to postpone the issue of process under Section 202 of the CrPC for the purpose of deciding whether or not there is sufficient ground for proceeding against the petitioner no.2 but the Ld. Trial court ignored and neglected to do so and mechanically issued process against her. 12. In view of the above circum....