Calcutta High Court (Appellete Side)
Sanjeeva Shukla @ Sanjiv Shukla vs Shruti Daruka on 17 July, 2026
IN THE HIGH COURT AT CALCUTTA
Criminal Revisional Jurisdiction
APPELLATE SIDE
Present:
The Hon'ble Justice Shampa Dutt (Paul)
CRR 2624 of 2024
Sanjeeva Shukla @ Sanjiv Shukla
Vs
Shruti Daruka
For the Petitioner : Mr. Sandipan Ganguly, Sr. Adv.
Ms. Priyanka Sarkar.
For the Opposite Party : None.
Judgement reserved on : 15.07.2026
Judgment delivered on : 17.07.2026
Shampa Dutt (Paul), J.:
1. The revisional application has been preferred praying for quashing
of the proceedings of Case No. CS/96388 of 2021 under Sections
138/141 of the Negotiable Instruments Act, 1881 pending before
the Court of the Learned Metropolitan Magistrate, 11th Court,
Calcutta.
2. The petitioner’s case is that he is one of the Directors of Accused
No. 1 Company, namely, Credforce Asia Limited. The petitioner has
been arraigned solely on account of his designation as a Director.
2
The complaint neither alleges that the petitioner was in charge of
and responsible for the conduct of the business of the Company at
the relevant time nor attributes any role to him in the transaction
culminating in the dishonour of the cheque.
3. Learned senior counsel Mr. Ganguly has argued on behalf of the
petitioner on filing written notes that in the present case the
complainant has not satisfied the mandatory requirements under
Section 141 of the Negotiable Instruments Act, 1881.
4. It is further argued that Section 141 of the Negotiable Instruments
Act creates a legal fiction by extending vicarious criminal liability
to persons who have not personally committed the offence under
Section 138. Being a penal provision creating vicarious liability, it
is settled law that the provision must receive strict construction.
5. Mr. Ganguly further states that the sine qua non for invoking
Section 141(1) is a specific averment in the complaint that, at the
time of commission of the alleged offence, the accused was “in
charge of and responsible to the Company for the conduct of its
business.” Mere designation as a Director does not satisfy the
statutory requirement.
6. It is further submitted that the expressions “was in charge of” and
“was responsible to the Company for the conduct of the business
of the Company” occurring in Section 141(1) cannot be read
disjunctively. The Legislature has consciously employed the
conjunctive word “and”, making both requirements cumulative.
Unless the complaint specifically alleges that the accused fulfilled
3
both conditions at the relevant time, the statutory mandate of
Section 141 remains unfulfilled and no vicarious criminal liability
can be fastened.
7. It is submitted that, it is now well settled that for launching a
prosecution against a Director under Sections 138 and 141 of the
Negotiable Instruments Act, the complaint must contain clear,
specific and unambiguous averments regarding the role played by
such Director in the affairs of the Company. The complainant is
required to plead how and in what manner the Director was in
charge of, and responsible for, the conduct of the business of the
Company. Every Director is not, by virtue of holding office, deemed
to be in charge of the affairs of the Company. In the absence of
such foundational pleadings, prosecution of a Director is legally
unsustainable.
8. Mr. Ganguly, in support of his argument submits that mere
designation as a Director is insufficient to attract vicarious
criminal liability under Section 141 of the Negotiable Instruments
Act and has relied upon the following judgments:-
(a) Ashok Shewakramani & Ors. Vs. State of Andhra Pradesh
& Anr. reported in (2023) 8 SCC 473.
(b) Siby Thomas V. Somany Ceramics Limited, reported in
(2024) 1 SCC 348.
(c) Rahul Tantia V. State of West Bengal, reported in 2023
SCC OnLine Cal 2618.
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9. It is stated that no specific role has been attributed to the
petitioner. Apart from describing the petitioner as a Director, the
complaint is completely silent regarding:-
(a) the role played by the petitioner in the affairs of the Company;
(b) his participation in the transaction in question;
(c) his involvement in the issuance or execution of the cheque;
(d) his responsibility for the dishonour of the cheque; or
(e) any overt act or omission attributable to him so as to attract
criminal liability.
10. It is stated that the complaint does not disclose that the petitioner
negotiated with the complainant, authorised the issuance of the
cheque, participated in the underlying transaction, or exercised
control over the business of the Company in relation to the
transaction in question. In the absence of any such allegations,
continuation of the criminal proceeding against the petitioner is
wholly unwarranted and as such the petitioner prays that the
proceedings in the complaint is liable to be quashed.
11. In spite of due service, the opposite party/complainant is not
being represented in the present case. The matter was then
heard in full.
12. In Pawan Kumar Goel v. State of U.P & Anr. reported in 2022
(16) SCALE, the Supreme Court held:-
“22. The observations made in the aforesaid
judgment is also a complete answer to the
arguments advanced by learned counsel for the
appellant that in the absence of any prohibition
under the NI Act, the amendment in the complaint is
5permissible and the impleadment of an additional
accused subsequent to filing of the complaint,
would not be barred. At this juncture, we may also
refer to the following observations made in the case
of N. Harihara Krishnan Vs. J. Thomas (Supra):-
27. By the nature of the offence under Section
138 of the Act, the first ingredient constituting the
offence is the fact that a person drew a cheque. The
identity of the drawer of the cheque is necessarily
required to be known to the complainant (payee)
and needs investigation and would not normally be
in dispute unless the person who is alleged to have
drawn a cheque disputes that very fact. The other
facts required to be proved for securing the
punishment of the person who drew a cheque that
eventually got dishonoured is that the payee of the
cheque did in fact comply with each one of the
steps contemplated under Section 138 of the Act
before initiating prosecution. Because it is already
held by this Court that failure to comply with any
one of the steps contemplated under Section
138 would not provide “cause of action for
prosecution”. Therefore, in the context of a
prosecution under Section 138, the concept of
taking cognizance of the offence but not the
offender is not appropriate. Unless the complaint
contains all the necessary factual allegations
constituting each of the ingredients of the offence
under Section 138, the Court cannot take
cognizance of the offence. Disclosure of the name of
the person drawing the cheque is one of the factual
allegations which a complaint is required to
contain. Otherwise in the absence of any authority
of law to investigate the offence under Section 138,
there would be no person against whom a court can
proceed. There cannot be a prosecution without an
accused. The offence under Section 138 is person
specific. Therefore, Parliament declared
under Section 142 that the provisions dealing with
taking cognizance contained in the CrPC should
give way to the procedure prescribed under Section
142. Hence the opening of non obstante clause
under Section 142. It must also be remembered
that Section 142 does not either contemplate a
report to the police or authorise the Court taking
cognizance to direct the police to investigate into the
complaint.
6
31. The Bench answered the questions posed in
the reference as under:-
“19. (a) It is necessary to specifically aver in a
complaint under Section 141 that at the time the
offence was committed, the person accused was in
charge of, and responsible for the conduct of
business of the company. This averment is an
essential requirement of Section 141 and has to be
made in a complaint. Without this averment being
made in a complaint, the requirements of Section
141 cannot be said to be satisfied.
(b) The answer to question posed in sub-para (b)
has to be in negative. Merely being a director of a
company is not sufficient to make the person liable
under Section 141 of the Act. A director in a
company cannot be deemed to be in charge of and
responsible to the company for conduct of its
business. The requirement of Section 141 is that the
person sought to be made liable should be in
charge of and responsible for the conduct of the
business of the company at the relevant time. This
has to be averred as a fact as there is no deemed
liability of a director in such cases.
(c) The answer to question (c) has to be in
affirmative. The question notes that the Managing
Director or Joint Managing Director would be
admittedly in charge of the company and
responsible to the company for conduct of its
business. When that is so, holders of such positions
in a company become liable under Section 141 of
the Act. By virtue of the office they hold as
Managing Director or Joint Managing Director, these
persons are in charge of and responsible for the
conduct of business of the company. Therefore, they
get covered under Section 141. So far as signatory
of a cheque which is dishonoured is concerned, he
is clearly responsible for the incriminating act and
will be covered under sub- section (2) of Section
141.”
13. In Shaleen Khemani & Ors. Vs. The State of West Bengal &
Anr. reported in (2018) 1 C Cr. LR (Cal) 515, the Court held:-
“13. In view of the aforesaid discussion, I am
unable to accept the contentions of the learned
Counsel for the opposite party no. 2 that merely
because the petitioners were directors/additional
7directors of the company it has to be inferred that
they were in-charge of the affairs of the company. It
is also pertinent to note that specific overt acts of
the petitioners have also not been articulated in the
petition of complaint so as to establish the extent of
their involvement in the affairs of the said
company.”
14. For launching a prosecution against the Directors of a Company
under Section 138 read with Section 141 of the NI Act, there has to
be a specific allegation in the complaint in regard to the part
played by them in the transaction in question. It is also laid down
that the allegations has to be clear and unambiguous showing that
the Directors were in charge of and responsible for the business of
the Company. This was done to discourage frivolous litigation and
to prevent abuse of the process of law.
15. It is trite law that in a petition of complaint, the complainant is
required to aver as to how and in what manner a director was in
charge of the business of the accused company and was
responsible for the conduct of the accused company’s business.
Every Director need not be and is not in fact, in charge of the
business of the accused company. In absence of the specific role
qua the participation of a director in the alleged transaction with
the complainant, no director can be implicated by virtue of Section
141 of the NI Act.
16. On perusal of the petition of complaint filed by the complainant
before the trial Court. It appears on careful perusal that the
company and its three directors have been made accuseds in the
8
present case. In their capacity as directors, a general statement
has been made by the complainant that these directors are
engaged in managing the day to day business and regular affairs of
the company, at all material point of time. No specific allegation
or any specific act has been attributed to the said accused
persons individually. It appears that even the allegation of the
cheque being issued has been stated as being issued “by
accused persons”. The complainant has also stated that the
complainant reposed sufficient trust and faith on the
representation of the accused persons and accepted the
cheque as good as cash. Nowhere in the petition of complaint
has the complainant stated as to which of the
directors/accused persons had signed the cheque.
17. The demand notice sent by the learned advocate of the
complainant was also sent to all the accused persons. As such it
appears that there is no specific allegation or averment in the
petition of complaint as to which of the accused persons had
signed the cheque and was thus responsible for the said
cheque being dishonoured. The complainant/opposite party also
did not appear before this Court in spite of being served which has
been recorded in the order dated 29.08.2025 in this case. As such
it appears that there is no specific averment against any of the
petitioners in the present case.
18. This Court relies upon the judgment of the Supreme Court:-
9
(i) In Sunil Todi & Ors. V. State of Gujarat & Anr. reported in
2021(14) SCALE, wherein the Court held:-
“42. Section 141 of the NI Act stipulates that if a
company is alleged to have committed an offence
under Section 138, then every person who „was in
charge of, and responsible to, the company for the
conduct of the business of the company‟ shall also
be deemed guilty of the offence. The proviso
provides an exception if she proves that the offence
was committed without her knowledge or that she
had exercised due diligence. In Sunil Bharati
Mittal v. CBI, (2015) 4 SCC 609, a three judge
Bench of this Court observed that the general rule
is that criminal intent of a group of people who
undertake business can be imputed to the
Company but not the other way around. Only two
exceptions were provided to this general rule: (i)
when the individual has perpetuated the
commission of offence and there is sufficient
evidence on the active role of the individual; and (ii)
the statute expressly incorporates the principle of
vicarious liability. Justice Sikri writing for a three-
judge Bench observed:
“43. Thus, an individual who has perpetrated the
commission of an offence on behalf of a company
can be made an accused, along with the company,
if there is sufficient evidence of his active role
coupled with criminal intent. Second situation in
which he can be implicated is in those cases where
the statutory regime itself attracts the doctrine of
vicarious liability, by specifically incorporating such
a provision. 44. When the company is the offender,
vicarious liability of the Directors cannot be imputed
automatically, in the absence of any statutory
provision to this effect. One such example is Section
141 of the Negotiable Instruments Act, 1881. In
Aneeta Hada [Aneeta Hada v. Godfather Travels &
Tours (P) Ltd., (2012) 5 SCC 661 : (2012) 3 SCC
(Civ) 350 : (2012) 3 SCC (Cri) 241] , the Court noted
that if a group of persons that guide the business of
the company have the criminal intent, that would
be imputed to the body corporate and it is in this
backdrop, Section 141 of the Negotiable
Instruments Act has to be understood. Such a
position is, therefore, because of statutory
intendment making it a deeming fiction. Here also,
the principle of “alter ego”, was applied only in one
10direction, namely, where a group of persons that
guide the business had criminal intent, that is to be
imputed to the body corporate and not the vice
versa. Otherwise, there has to be a specific act
attributed to the Director or any other person
allegedly in control and management of the
company, to the effect that such a person was
responsible for the acts committed by or on behalf
of the company.”
44. The test to determine if the Managing Director
or a Director must be charged for the offence
committed by the Company is to determine if the
conditions in Section 141 of the NI Act have been
fulfilled i.e., whether the individual was in-charge
of and responsible for the affairs of the company
during the commission of the offence. However, the
determination of whether the conditions stipulated
in Section 141 of the MMDR Act have been fulfilled
is a matter of trial. There are sufficient averments in
the complaint to raise a prima facie case against
them. It is only at the trial that they could take
recourse to the proviso to Section 141 and not at the
stage of issuance of process.”
In the present case there is no sufficient
averments nor a prima facie case against the accused
persons.
(ii) In Sunita Palita vs M/s. Panchami Stone Quarry,
Criminal Appeal No…..of 2022 (arising out of SLP (Crl.)
No. 10396 of 2019) on 1 August, 2022, the Supreme
Court held:-
“36. The High Court rightly held that when a
complaint was filed against the Director of a
company, a specific averment that such person was
in charge of and responsible for the conduct of
business of the company was an essential
requirement of Section 141 of the NI Act. The High
Court also rightly held that merely being a Director
of the company is not sufficient to make the person
liable under Section 141 of the NI Act. The
requirement of Section 141 of the NI Act was that
11the person sought to be made liable should be in
charge of and responsible for the conduct of the
business of the company. This has to be averred as
a fact.
37. The High Court also rightly held that the
Managing Director or Joint Managing Director
would admittedly be in charge of the company and
responsible to the company for the conduct of its
business by virtue of the office they hold as
Managing Director or Joint Manging Director. These
persons are in charge of and responsible for the
conduct of the business of the company and they
get covered under Section 141 of the NI Act. A
signatory of a cheque is clearly liable under Section
138/141 of the NI Act.
41. There can be no doubt that in deciding a
Criminal Revisional Application under Section 482
of the Cr.P.C. for quashing a proceeding under
Section 138/141 of the NI Act, the laudable object
of preventing bouncing of cheques and sustaining
the credibility of commercial transactions resulting
in enactment of the said Sections has to be borne in
mind. The provisions of Section 138/141 of the NI
Act create a statutory presumption of dishonesty on
the part of the signatory of the cheque, and when
the cheque is issued on behalf of a company, also
those persons in charge of or responsible for the
company or the business of the company. Every
person connected with the company does not fall
within the ambit of Section 141 of the NI Act.
43. Liability depends on the role one plays in the
affairs of a company and not on designation or
status alone as held by this Court in S.M.S.
Pharmaceuticals Ltd. (supra). The materials on
record clearly show that these Appellants were
independent, non-executive Directors of the
company. As held by this Court in Pooja Ravinder
Devidasani v. State of Maharashtra and Anr.
(supra) a non-Executive Director is not involved in
the day-to-day affairs of the company or in the
running of its business. Such Director is in no way
responsible for the day-to-day running of the
Accused Company. Moreover, when a complaint is
filed against a Director of the company, who is not
the signatory of the dishonoured cheque, specific
averments have to be made in the pleadings to
12substantiate the contention in the complaint, that
such Director was in charge of and responsible for
conduct of the business of the Company or the
Company, unless such Director is the designated
Managing Director or Joint Managing Director who
would obviously be responsible for the company
and/or its business and affairs.
46. As held by this Court in National Small
Industries Corporation Ltd. v. Harmeet Singh
Paintal4 quoted with approval in the subsequent
decision of this Court in Pooja Ravinder Devidasani
v. State of Maharashtra and Anr. (supra) the
impleadment of all Directors of an Accused
Company on the basis of a statement that they are
in charge of and responsible for the conduct of the
business of the company, without anything more,
does not fulfil the requirements of Section 141 of the
NI Act.”
19. Thus, it is clear from the materials on record, that the statements
in the petition of complaint are only general in nature. It has
also not been stated as who/which of the accuseds signed the
cheque in this case. Disclosure of the name of the person
drawing the cheque is one of the factual allegations which a
complaint is required to contain (N. Harihara Krishnan vs. J.
Thomas, (2018) 13 SCC 663).
20. In Ashok Shewakramani & Ors. vs. State of Andhra Pradesh
& Anr. reported in 2023 INSC 692, the Court held:-
“19. Section 141 is an exception to the normal rule
that there cannot be any vicarious liability when it
comes to a penal provision. The vicarious liability is
attracted when the ingredients of sub-section 1 of
Section 141 are satisfied. The Section provides that
every person who at the time the offence was
committed was in charge of, and was responsible
to the Company for the conduct of business of the
company, as well as the company shall be deemed
to be guilty of the offence under Section 138 of the
NI Act. In the light of sub-section 1 of Section 141,
13we have perused the averments made in the
complaints subject matter of these three appeals.
The allegation in paragraph 1 of the complaints is
that the appellants are managing the company and
are busy with day to day affairs of the company. It
is further averred that they are also in charge of the
company and are jointly and severally liable for the
acts of the accused No.1 company. The requirement
of sub-section 1 of Section 141 of the NI Act is
something different and higher. Every person who
is sought to be roped in by virtue of sub-section 1 of
Section 141 NI Act must be a person who at the
time the offence was committed was in charge of
and was responsible to the company for the
conduct of the business of the company. Merely
because somebody is managing the affairs of the
company, per se, he does not become in charge of
the conduct of the business of the company or the
person responsible for the company for the conduct
of the business of the company. For example, in a
given case, a manager of a company may be
managing the business of the company. Only on the
ground that he is managing the business of the
company, he cannot be roped in based on sub-
section 1 of Section 141 of the NI Act. The second
allegation in the complaint is that the appellants
are busy with the day-to-day affairs of the
company. This is hardly relevant in the context of
subsection 1 of Section 141 of the NI Act. The
allegation that they are in charge of the company is
neither here nor there and by no stretch of the
imagination, on the basis of such averment, one
cannot conclude that the allegation of the second
respondent is that the appellants were also
responsible to the company for the conduct of the
business. Only by saying that a person was in
charge of the company at the time when the offence
was committed is not sufficient to attract sub-
section 1 of Section 141 of the NI Act. Sub-section 1
of Section 141 reads thus:
“141. Offences by companies.- (1) If the
person committing an offence under section 138 is
a company, every person who, at the time the
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 deeded to be guilty of the offence and shall
be liable to be proceeded against and punished
accordingly:
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Provided that nothing contained in this sub-
section shall render any person liable to
punishment if he proves that the offence was
committed without his knowledge, or that he had
exercised all due diligence to prevent the
commission of such offence:
[Provided further that where a person is
nominated as a Director of a company by virtue of
his holding any office or employment in the Central
Government or State Government or a financial
corporation owned or controlled by the Central
Government or the State Government, as the case
may be, he shall not be liable for prosecution under
this Chapter.]”
20. On a plain reading, it is apparent that the
words “was in charge of” and “was responsible to
the company for the conduct of the business of the
company” cannot be read disjunctively and the
same ought be read conjunctively in view of use of
the word “and” in between.
21. Therefore, even by giving a liberal construction
to what is averred in paragraph 1 of the
complaints, we are unable to accept the submission
made by the learned counsel appearing for the
second respondent that these averments
substantially comply with sub-section (1) of Section
141 of the NI Act.”
Herein the court has once again cleared the position
and the requirements under Section 141 of the N.I. Act.
21. From the petition of complaint it is clear that the requirements
under Section 141 of the Negotiable Instruments Act as laid down
by the Supreme Court in Pawan Kumar Goel v. State of U.P &
Anr. (Supra) (para 31) are totally absent in this case and allowing
the proceedings to continue in respect of the petitioner in such
circumstances, would clearly amount to abuse of the process of
law.
22. The revisional application being CRR 2624 of 2024 is allowed.
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23. The proceedings of Case No. CS/96388 of 2021 under Sections
138/141 of the Negotiable Instruments Act, 1881 pending before
the Court of the Learned Metropolitan Magistrate, 11th Court,
Calcutta, is quashed, in respect of the petitioner namely
Sanjeeva Shukla @ Sanjiv Shukla.
24. All connected applications, if any, stands disposed of.
25. Interim order, if any, stands vacated.
26. Copy of this judgment be sent to the learned Trial Court for
necessary compliance.
27. Urgent certified website copy of this judgment, if applied for, be
supplied expeditiously after complying with all, necessary legal
formalities.
(Shampa Dutt (Paul), J.)
