IN THE HIGH COURT AT CALCUTTA

CRIMINAL REVISIONAL JURISDICTION

APPELLATE SIDE

PRESENT:

THE HON’BLE JUSTICE UDAY KUMAR

CRR 2301 OF 2024

PRAVIN KUMAR AGARWAL & ORS.

-VS-

DDEV PLASTIKS INDUSTRIES LIMITED

For the Petitioners : Mr. Anirban Dutta

Mr. Shivam Bhimsaria

For the Opposite Party : Mr. Francis Samson Correa

Mr. Sunny Nandy

Ms. Sneha Singh

Ms. Yamini Tiwari

Mr. Manmohan Singh Rooproy

Hearing concluded on : 22.04.2026

Judgment on : 08.05.2026

UDAY KUMAR, J.: –

INTRODUCTION

1. The inherent jurisdiction of this Court under Section 401, 397

read with Section 482 of Code of Criminal Procedure, 1973, is

invoked to assuage a perceived miscarriage of justice. The

petitioners, arrayed as Accused Nos. 2, 4, and 5, seek the

quashing of proceedings in Case No. CS-26711 of 2024, currently

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pending before the Learned Metropolitan Magistrate, 18th Court,

Calcutta.

2. At the heart of this revisional challenge is the Order dated April 6,

2024, whereby the Learned Magistrate took cognizance and

issued process for offences punishable under Sections 138/141

of the Negotiable Instruments Act, 1881. The petitioners being

non-signatories to the cheques in question, contended that their

arraignment is a by-product of "template pleading." They argue

that the complaint is devoid of a transactional nexus, relying on a

bald statutory reproduction to impute vicarious liability without

disclosing any specific overt acts attributable to them.

FACTUAL MATRIX

3. The genesis of the dispute lies in a commercial engagement

between the complainant, Ddev Plastiks Industries Limited, and

the accused company. It is alleged that between July 2022 and

February 2023, the complainant supplied polymer and PVC

compounds against eighteen distinct invoices, culminating in an

outstanding liability of ₹2,86,78,374.00.

4. In purported part-discharge of this liquidated debt, the accused

company issued four cheques (Nos. 000838, 000839, 000840,

and 000841) totalling ₹36,00,000.00, drawn on the Bank of

Baroda, Bhubaneswar. Upon presentation for encashment, these

instruments were returned unpaid with the remark "Funds

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Insufficient," as evidenced by the return memos dated January

25, 2024.

5. Consequent to the dishonour, a statutory demand notice was

served on February 7, 2024. The failure of the accused to

liquidate the debt within the mandatory fifteen-day window

prompted the filing of the present complaint. Given that the

accused reside beyond the territorial limits of the Trial Court, the

Learned Magistrate conducted an inquiry under Section 202 of

the Code of Criminal Procedure (now Section 225 of the BNSS)

prior to the issuance of the impugned summons.

6. The petitioners move this Court on the foundational premise that

holding the office of Director does not, per se, attract the

"deeming fiction" of Section 141. They maintain that the

complaint is facially deficient, as it fails to specify their individual

roles in the day-to-day management of the company or the

issuance of the specific cheques, thereby rendering the

prosecution an abuse of the process of law.

QUESTIONS FOR DETERMINATION

7. A holistic perusal of the petition and the underlying record

suggests that the controversy transcends a mere commercial

default. It strikes at the legitimacy of invoking the criminal

machinery against individuals whose "transactional nexus" with

the alleged offence remains obscured. To resolve whether the

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continuation of these proceedings serves the ends of justice, the

following questions emerge for determination:

I. Whether a "bald statement" in a complaint, which merely

replicates the statutory vocabulary of Section 141 of the

Negotiable Instruments Act, is sufficient to sustain a

prosecution against non-signatory directors in the

absence of specific overt acts?

II. Whether the Learned Magistrate, while conducting the

mandatory inquiry under Section 202 of the Code of

Criminal Procedure, failed to apply his judicial mind to

distinguish between the liability of the corporate entity

and the individual culpability of its non-signatory officers?

III. Whether a Director, who is neither the Managing Director

nor the signatory to the cheques, can be held vicariously

liable under the "legal fiction" of Section 141 without clear

pleadings establishing their role in the day-to-day

management at the material time?

IV. Whether the instruments in question were issued in

discharge of a "legally enforceable debt" or were "blank

security cheques" issued to safeguard a fluctuating credit

line, thereby precluding a cause of action under Section

138?

V. Whether the continuation of criminal proceedings against

the petitioners, in the face of a facially deficient

complaint, constitutes an abuse of the process of law and

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a manifest violation of the right to personal liberty under

Article 21 of the Constitution of India?

SUBMISSIONS OF THE PETITIONERS

8. Mr. Anirban Dutta, learned counsel appearing for the petitioners,

strenuously contended that the complaint serves as a classic

illustration of "facially deficient" pleading. He submitted that the

complainant has merely "parroted" the statutory nomenclature of

Section 141 of the Negotiable Instruments Act, asserting that the

petitioners were "in charge of and responsible for the conduct of

the business" without providing any factual substantiation.

9. Relying on the seminal authority in S.M.S. Pharmaceuticals Ltd. v.

Neeta Bhalla (2005) 8 SCC 89, Mr. Dutta argued that such bald

assertions are insufficient to satisfy the jurisdictional requirement

for impleading non-signatory directors. He emphasized that in the

absence of specific overt acts linking the petitioners to the

underlying transaction, the summons remains legally

unsustainable.

10. It was further urged by Mr. Dutta that vicarious liability in

criminal law is an exception to the general rule of strictissimi juris

and arises solely out of a "legal fiction." Drawing from the dictum

in Ashok Shewakramani v. State of Andhra Pradesh (2023) 8 SCC

473, he emphasized that the phrase "in charge of and responsible

to the company" must be read conjunctively. He argued that the

petitioners, being neither signatories to the cheques nor the

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Managing Directors of the accused company, cannot be deemed

liable by the mere dint of holding the office of "Director." Mr.

Dutta maintained that the "total silence" in the complaint

regarding the petitioners' specific roles in the supply chain or the

issuance of the cheques effectively severs the chain of vicarious

liability.

11. A primary grievance was directed toward the mechanical issuance

of process by the Learned Trial Court. Mr. Dutta contended that

since the petitioners reside beyond the territorial jurisdiction of

the Learned Magistrate, a mandatory inquiry under Section 202

of the Code of Criminal Procedure (now mirrored in the BNSS)

was a non-negotiable jurisdictional prerequisite. Relying on the

ratio in Masud Tarif v. The State of West Bengal (2026), he argued

that this inquiry is not a perfunctory ritual but a vital safeguard

against the "weaponization" of the criminal process. The Learned

Magistrate, it is submitted, failed to apply his judicial mind to

distinguish between corporate default and individual culpability.

12. The petitioners further contended that the instruments in

question were "blank security cheques" issued to safeguard a

fluctuating credit line and were never intended for encashment in

the manner alleged. Mr. Dutta submitted that compelling

documented strangers to the signing of the cheques to endure the

rigors of a criminal trial in a distant forum constitutes a "travesty

of justice."

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13. He concluded by asserting that continuing a prosecution

predicated on a complaint devoid of factual particulars is a

manifest abuse of the process of law and an affront to the

fundamental right to personal liberty guaranteed under Article 21

of the Constitution of India.

SUBMISSIONS OF THE OPPOSITE PARTY

14. Per contra, Mr. Francis Samson Correa, learned counsel

appearing for the Opposite Party No. 2, defended the summoning

order and asserted that the complaint is not "facially deficient" as

alleged. He contended that the petitioners are not merely dormant

directors but are Whole-Time Directors and Key Managerial

Personnel of the accused company. Relying on the ratio in K.K.

Ahuja v. V.K. Vora (2009) 10 SCC 48, Mr. Correa argued that

while an ordinary "Director" might require specific pleading, a

"Whole-Time Director" is, by the very nomenclature of the office,

inherently in charge of and responsible for the company’s affairs.

Consequently, he submitted that the averments in Paragraph 3

are not "bald statements" but a factual reflection of the

petitioners' executive status.

15. It was further urged by Mr. Correa that the issuance of the

cheques was not an isolated act of the signatory but the

culmination of a collective financial decision made by the Board.

He argued that in a corporate hierarchy, the signatory acts as an

agent of the Board; thus, directors holding executive positions

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cannot disclaim vicarious liability at the threshold. Mr. Correa

emphasized that whether the petitioners were specifically involved

in this transaction is a "matter of trial" involving evidentiary

appreciation and cannot be summarily adjudicated in a quashing

petition under Section 482 of the Cr.P.C.

16. Regarding the challenge to the summoning order, Mr. Correa

submitted that the Learned Magistrate strictly complied with the

procedural mandates of the Code. Relying on the judicial trend in

Prakash Chimanlal Seth v. Jagruti Keyur Rajpopat (2025) SCC

Online SC 1151, he contended that the inquiry under Section 202

does not necessitate a "mini-trial." Since the Magistrate perused

the Affidavit-in-Chief under Section 145 of the NI Act, the return

memos, and the statutory notice, Mr. Correa argued that the

requirement of judicial satisfaction was duly met in the order

dated April 6, 2024.

17. The "security cheque" theory was vehemently denied by Mr.

Correa as a premature factual plea. He referred to the statutory

presumption under Section 139 of the NI Act, which mandates

that the Court shall presume, unless the contrary is proved, that

the holder of a cheque received it for the discharge of a debt or

liability. Mr. Correa submitted that the Negotiable Instruments

Act was enacted to enhance the credibility of banking operations,

and he concluded that quashing the proceedings at this stage

would frustrate the object of the statute and result in a

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"miscarriage of justice." Opposite Party No. 2, therefore, prays for

the dismissal of the revisional application.

DETERMINATION ON QUESTION NO. I

18. The primary pivot of this revisional challenge is whether the

Complainant has discharged the "burden of pleading" necessary

to bridge the gap between corporate default and individual

criminal liability. It is a fundamental postulate of criminal

jurisprudence that vicarious liability is an exception to the rule of

strictissimi juris.

19. In the context of the Negotiable Instruments Act, this principle is

codified under Section 141, which stipulates as follows:

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 deemed to be guilty of

the offence..."

20. The individuals who are not the actual drawers of the cheque are

"deemed" guilty only upon the satisfaction of a specific condition:

i. they must be "in charge of" and

ii. "Responsible to" the company for the conduct of its

business at the material time.

21. A perusal of the complaint reveals that Paragraph 3 merely

replicates this statutory vocabulary. Mr. Dutta correctly

characterizes this as a "bald statement" devoid of a transactional

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nexus. The seminal decision in S.M.S. Pharmaceuticals Ltd. v.

Neeta Bhalla (2005) 8 SCC 89 established that specific averments

are indispensable to substantiate how a director was responsible

for the conduct of business. The "legal fiction" of Section 141 is

not an automatic consequence of holding a directorship; it is a

conditional liability that must be factually anchored within the

four corners of the complaint.

22. While the Complainant relies on the petitioners' status as "Whole-

Time Directors" to imply responsibility, the guidance in Ashok

Shewakramani (2023) 8 SCC 473 mandates that the phrases "in

charge of" and "responsible to" be read conjunctively. Even an

executive designation does not dispense with the requirement to

disclose a director's specific role in the transaction. In the instant

case, the complaint is conspicuously silent on whether the

petitioners participated in the board meetings authorizing the

procurement or had any role in the issuance of the four cheques.

23. Recent jurisprudence, including Siby Thomas v. Somany

Ceramics Ltd. (2024) 1 SCC 348 , reinforces that "template

pleadings" are insufficient to activate the deeming provision.

There must be a clear statement of fact describing the manner in

which the accused was in charge. The Complainant’s argument,

that "role is a matter for trial," cannot serve as a shield for a

facially deficient complaint. As observed in Masud Tarif (2026),

dragging individuals through a protracted trial without a prima

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facie case is an affront to the constitutional guarantee of personal

liberty under Article 21.

24. Consequently, this Court finds that the complaint fails to meet

the threshold of specific pleading. The "bald statement" in

Paragraph 3 is insufficient to bridge the gap between corporate

identity and personal culpability. To allow such a prosecution to

proceed would be to permit a "template" to override the

requirements of substantive criminal law.

DETERMINATION ON QUESTION NO. II

25. The second limb of the petitioners’ challenge rests upon a

procedural safeguard that has, through judicial evolution,

assumed the status of a jurisdictional prerequisite. The second

limb of the petitioners’ challenge rests upon a procedural

safeguard that has, through judicial evolution, assumed the

status of a jurisdictional prerequisite. Section 202 of the Code of

Criminal Procedure (now Section 225 of the BNSS) mandates a

cautious approach when the accused resides beyond the court’s

territorial limits. The provision acts as a judicial sieve, designed

to filter out vexatious or oppressive litigations against distant

residents by requiring the Magistrate to "postpone the issue of

process" and conduct a substantive inquiry to determine whether

there exists a "sufficient ground for proceeding." The provision

stipulates:

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"202. Postponement of issue of process. — (1) Any

Magistrate... shall, in a case where the accused is residing

at a place beyond the area in which he exercises his

jurisdiction, postpone the issue of process against the

accused, and either inquire into the case himself or direct

an investigation... for the purpose of deciding whether or

not there is sufficient ground for proceeding."

26. The use of the word "shall" in the statute underscores its

mandatory character. In the present case, the petitioners reside

in Bhubaneswar and Salt Lake, locations indisputably outside

the local limits of the Metropolitan Magistrate, 18th Court,

Calcutta. While the Order dated April 6, 2024, records a

perfunctory perusal of the Affidavit-in-Chief, this Court must

determine whether such an exercise constitutes a meaningful

application of a "discerning judicial mind" or merely an instance

of hollow paper compliance.

27. The Hon’ble Supreme Court in Vijay Dhanuka v. Najima Mamtaj

(2014) 14 SCC 638, and subsequently in the Suo Motu Writ

Petition (2021) regarding the expeditious trial of Section 138

cases, has emphasized that the inquiry under Section 202 is not

a perfunctory ritual. In the specific context of vicarious liability,

the Magistrate’s satisfaction must extend beyond the mere fact of

cheque dishonour; it must meticulously identify the specific basis

of liability for each individual arrayed as an accused.

28. A perusal of the impugned order reveals a striking failure to

distinguish between the Accused Company (Petitioner No. 1), the

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Signatory (Petitioner No. 3), and the Non-Signatory Directors

(Nos. 2, 4, and 5). By issuing a common, composite summoning

order against all, the Learned Magistrate ignored the bedrock

principle that criminal liability is individual and not collective. As

observed in Masud Tarif (2026), the issuance of process against

outstation directors without identifying a specific factual nexus

constitutes a failure of judicial application of mind.

29. The Opposite Party relies on Prakash Chimanlal Seth (supra) to

argue that since the Section 145 affidavit was present, the

Magistrate’s inquiry was complete. However, this Court must

distinguish between a general inquiry into the offence and a

specific inquiry into vicarious liability. In the ordinary course, if

the accused is the signatory, the mere dishonour memo and

notice might suffice for a prima facie case. In the present case,

where the complaint itself is silent on the petitioners' specific

roles, a "proper inquiry" under Section 202 would have required

the Magistrate to ask: "What material on record links Accused Nos.

2, 4, and 5 to the transaction at hand?"

30. The Opposite Party’s reliance on Prakash Chimanlal Seth (2025),

to argue that the presence of a Section 145 affidavit concludes

the inquiry is misplaced here. While an affidavit may suffice to

establish the prima facie commission of an offence by the drawer,

it cannot spontaneously generate a "transactional link" for non-

signatory directors where the complaint itself is silent. A

Magistrate cannot be a mere "post-office" to the complainant; he

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must act as a gatekeeper of personal liberty. In this instance, the

mandatory nature of Section 202 was satisfied in form but

profoundly violated in substance.

31. Therefore, the impugned order of summoning, insofar as it

pertains to the petitioners, suffers from a lack of judicial

application of mind and a failure to conduct the substantive

inquiry envisioned by the law.

DETERMINATION ON QUESTION NO. III

32. This question invites a delineation of the boundaries of "deemed

liability" within the corporate criminal landscape. Since the

Indian Penal Code (and now the BNS) does not recognize

vicarious liability unless specifically provided by statute, Section

141 of the Negotiable Instruments Act stands as an exceptional

"legal fiction." It extends the net of criminality to individuals who

did not personally draw the instrument; consequently, it must be

interpreted with strict adherence to its statutory conditions.

33. The complainant’s proposition, that the petitioners, as "Whole-

Time Directors," are ipso facto responsible, is legally overbroad. In

the landmark ruling of S.M.S. Pharmaceuticals Ltd. v. Neeta

Bhalla (2005) 8 SCC 89, the Hon’ble Supreme Court categorized

corporate officers into three distinct tiers:

Tier I (The Signatory): Invariably liable as the direct

performer of the incriminating act.

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Tier II (Managing Director): Liable by virtue of the office,

as the law presumes, they are in charge of the company’s

business.

Tier III (Directors): Not automatically liable. For this

category, the complaint must disclose a factual basis for

their specific involvement.

34. The petitioners, being neither Managing Directors nor

Signatories, fall squarely within the third tier. Even the

designation of "Whole-Time Director" does not activate an

automatic presumption of guilt. As clarified in K.K. Ahuja v. V.K.

Vora (2009) 10 SCC 48, while a Managing Director is deemed

responsible by the nature of their duties, for any other Director,

regardless of executive nomenclature, the complainant must

plead the specific role played by them in the conduct of the

business related to the offence.

35. To prosecute a Director for a financial default without pleading

their involvement in the procurement or payment process would

be a travesty of justice. As emphasized in Ashok Shewakramani

(2023) 8 SCC 473, the liability is not "vicarious" in the sense of a

common-law master-servant relationship; it is a "deemed" liability

that requires the individual to have a direct hand in the

management of the affairs relating to the specific default.

36. In the present case, the "legal fiction" of Section 141 remains

dormant. The complaint is conspicuously silent on whether these

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specific directors were involved in the purchase orders of 2022 or

the subsequent issuance of cheques in 2024. As noted in Susela

Padmavathy Amma v. Bharti Airtel Limited [(2024) SCC OnLine SC

311], the mere fact of being a director is insufficient to attract

liability. In the absence of a Transactional Link, the prosecution

fails at the threshold.

37. In the present case, the "legal fiction" of Section 141 remains

dormant. The complaint is conspicuously silent on whether these

specific directors were involved in the purchase orders of 2022 or

the subsequent issuance of cheques in 2024. As noted in Susela

Padmavathy Amma v. Bharti Airtel Limited [2024 SCC OnLine SC

311], the mere status of "Director" is an insufficient hook for

liability. In the absence of a Transactional Link, the prosecution

fails at the threshold.

38. Furthermore, the recent trend in Siby Thomas (supra) reinforces

that the "Transactional Link" is the heartbeat of Section 141. If

the complaint does not state that the petitioners were part of the

decision-making process that led to the issuance of the

dishonoured cheques, the "legal fiction" never takes flight.

39. This Court finds that the complainant has failed to distinguish

between "holding an executive office" and "committing a criminal

offence." The petitioners cannot be held vicariously liable solely

because the complainant chooses to label them "responsible" in a

template paragraph.

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40. A Director who is neither the Managing Director nor the signatory

cannot be held vicariously liable in the absence of clear, specific

pleadings establishing their day-to-day responsibility regarding

the transaction in question.

DETERMINATION ON QUESTION NO. IV

41. This question necessitates an examination of the "foundational

debt" required to sustain a prosecution under Section 138 of the

Negotiable Instruments Act. The statute explicitly mandates that

the instrument must be issued for the discharge, in whole or in

part, of a "legally enforceable debt or other liability." The

petitioners contend that the instruments were "blank security

cheques" issued to facilitate a credit line and were never intended

to be liquidated against the eighteen invoices mentioned in the

complaint.

42. The jurisprudence regarding "security cheques" has undergone

significant evolution. While Indus Airways Pvt. Ltd. and others v.

Magnum Aviation Pvt. Ltd. and another (2014) 12 SCC 539 held

that the dishonour of a security cheque would not attract Section

138 if no subsisting liability existed on the date of drawing, the

position was refined in Sampelly Satyanarayana Rao vs. Indian

Renewable Energy Development Agency Limited (2016) 10 SCC

458. The Apex Court clarified that if a debt has become "payable"

by the time the cheque is presented, the "security" nomenclature

of the instrument does not bar prosecution.

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43. However, this debate takes on a distinct jurisdictional character

when applied to non-signatory directors. The Complainant relies

heavily on the presumption under Section 139 of the NI Act,

asserting that once signatures are admitted, the debt is

presumed. Yet, the petitioners—directors who were not involved

in the negotiation of the security arrangement—cannot be held

criminally liable for the "unilateral conversion" of a security

instrument into a demand instrument without specific pleadings

to that effect.

44. In the present case, the fragmentation of a ₹2.86 Crore debt into

four identical cheques of ₹9 Lakhs each lends credence to the

petitioners' argument. Such a structure suggests these were

fixed-amount instruments held as a "collateral safeguard" rather

than cheques issued after the crystallization of a specific invoice

amount. As observed in Dashrathbhai Trikambhai Patel v. Hitesh

Mahendrabhai Patel and another (2023) 1 SCC 578, if a cheque is

presented for an amount that does not represent the "legally

enforceable debt" at the time of encashment, the offence is not

made out.

45. The "Transactional Link" is again found wanting. The complaint

fails to state that the petitioners authorized the presentation of

these specific cheques for the specific discharge of the liabilities

alleged. While the status of a cheque as a "security instrument" is

generally a defence for trial, when challenged by non-signatory

directors, the Court must discern prima facie evidence that these

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individuals were party to the "acknowledgment of debt" that led to

the cheques' presentation.

46. In the absence of any material linking the petitioners to the

conversion of these "security" instruments into "debt"

instruments, the continuation of criminal proceedings against

them is unsustainable. The presumption under Section 139

cannot be stretched to substitute the specific pleading required

under Section 141. This question is answered accordingly.

DETERMINATION ON QUESTION NO. V

47. The final question serves as the constitutional anchor of this

revision. It poses a fundamental query: does the continuation of a

criminal trial, predicated on a "facially deficient" complaint

against non-signatory directors, constitute an abuse of the

process of law? To answer this, the Court must look beyond the

Negotiable Instruments Act and exercise its inherent duty under

Section 482 Cr.P.C. (Section 528 of the BNSS) to prevent the

"engine of justice" from being utilized as a tool of oppression.

48. The petitioners contend they have been dragged into a criminal

forum in Kolkata, remote from their residences and the site of

corporate operations, not to answer for personal culpability, but

to endure "procedural pressure" aimed at settling a civil debt.

This Court cannot remain oblivious to the growing trend of "over-

implication" in commercial litigations, where individuals are

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indiscriminately arrayed as accused simply because their names

appear on a corporate letterhead.

49. In the locus classicus of State of Haryana v. Bhajan Lal (1992)

Supp (1) SCC 335, the Hon’ble Supreme Court held that where

the allegations in the complaint, even if taken at face value, do

not prima facie constitute an offence, the Court must exercise its

inherent power to quash. This principle is not a mere rule of

procedure; it is a sentinel on the qui vive for the protection of

Article 21 of the Constitution of India.

50. While the Opposite Party argues that the "ends of justice" require

the trial to reach its logical conclusion, this Court must

distinguish between a legitimate trial and procedural harassment.

A legitimate trial necessitates pleadings that disclose a

"Transactional Link" requiring evidentiary verification.

Harassment occurs when the complainant fails to meet the

threshold of pleading (as determined in Question I) and yet seeks

to compel the attendance of non-signatory directors in a distant

forum.

51. As observed in Pepsi Foods Ltd. And another v. Special Judicial

Magistrate and others (1998) 5 SCC 749, the summoning of an

accused is a serious matter with far-reaching consequences;

criminal law cannot be set into motion as a matter of course.

When a Magistrate issues process without the "judicial filtration"

mandated by Section 202 (as determined in Question II), the

resulting trial is transformed into an instrument of coercion.

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52. Furthermore, the recent guidance in Lalankumar Singh v. State of

Maharashtra [2022 SCC OnLine SC 1383], reaffirms the High

Court’s duty to intervene when the criminal process is utilized as

a "weapon of civil recovery." In the present case, the

fragmentation of the debt coupled with the implication of

directors who had no documented role in the supply chain

suggests a strategic attempt to coerce a settlement rather than

punish a crime.

53. To force these petitioners to undergo the rigors of a criminal trial

on the basis of a complaint that is "factually silent" and

"procedurally flawed" would be a manifest travesty of justice. The

right to a fair trial includes the right not to be subjected to trial

when the law does not recognize a prima facie case. The "legal

fiction" of Section 141 cannot be used to bypass constitutional

safeguards.

54. Question No. V is thus answered in the Affirmative. The

continuation of proceedings against the petitioners (Accused Nos.

2, 4, and 5) constitutes an abuse of the process of law.

CONCLUSIVE FINDINGS AND RATIO DECIDENDI

55. In view of the exhaustive deliberation on the various facets of law

and fact, this Court summarizes the findings and the resulting

ratio as follows:

i. This Court finds that the "burden of pleading" under

Section 141 of the Negotiable Instruments Act is not a

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mere procedural formality but a substantive jurisdictional

prerequisite. Criminal liability, particularly of a vicarious

nature, cannot be fastened upon a Director through the

artifice of "template pleading."

ii. To bridge the gap between corporate default and

individual criminality, the complaint must disclose a

clear, factual description of the overt act or the specific

role played by the Director. Merely "parroting" the

statutory nomenclature, stating a Director is "in charge of

and responsible for the business" is insufficient where the

individual is not a signatory or a Managing Director.

iii. Where an accused resides beyond the territorial

jurisdiction of the Court, the inquiry under Section 202 of

the Cr.P.C. is a mandatory constitutional safeguard. This

inquiry must be substantive rather than perfunctory. The

Magistrate must specifically identify the basis of liability

for non-signatories before setting the criminal machinery

in motion.

iv. The judicial application of mind during this inquiry must

specifically address the basis of liability for non-

signatories. Any summoning order issued in a mechanical

fashion, which fails to distinguish between the "Company"

and its "Non-Signatory Directors," constitutes a

jurisdictional error and a violation of the procedural due

process.

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v. The "deeming fiction" of Section 141 must be strictly

construed. In the absence of specific averments linking

the petitioners to the procurement or the issuance of the

instruments, a Director cannot be made to stand trial

solely because of their executive designation.

vi. While Section 139 of the Act creates a presumption in

favor of the holder, it does not exempt the complainant

from the requirement of pleading a specific "legally

enforceable debt." When instruments appear to be

collateral security against a fluctuating credit line, and

the complaint fails to link the petitioners to the

crystallization of that debt, the penal provisions of Section

138 cannot be used to bypass the necessity of civil

adjudication.

vii. The continuation of criminal proceedings against non-

resident, non-signatory directors on a "facially silent"

complaint constitutes an egregious abuse of the process

of law. Such "weaponization" of criminal law for civil

recovery is a manifest violation of the fundamental right

to personal liberty under Article 21 of the Constitution of

India. The inherent power of this Court must be exercised

to prevent the "process from becoming the punishment."

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CRR 2301 OF 2024

CONSEQUENTIAL ORDERS AND DIRECTIONS

56. Consequent upon the findings recorded above, this Court is of the

firm opinion that the prosecution of the petitioners is legally

unsustainable. To allow the trial to proceed would be to sanction

a miscarriage of justice.

57. Accordingly, the criminal proceedings in Case No. CS-26711 of

2024 (Ddev Plastiks Industries Limited v. Gupta Power

Infrastructure Limited & Ors.), presently pending before the

Learned Metropolitan Magistrate, 18th Court, Calcutta, including

the Order dated April 6, 2024, are hereby quashed and set aside,

strictly and exclusively in respect of the present Petitioners,

namely, Accused Nos. 2, 4, and 5.

58. The Petitioners stand discharged from their respective bail bonds,

if any.

59. All coercive steps, including warrants or look-out circulars, if any,

issued against them in connection with this matter shall stand

vacated forthwith.

60. The Learned Metropolitan Magistrate, 18th Court, Calcutta, is

directed to proceed with the trial with utmost expedition against

the remaining accused, namely Accused No. 1 (The Company)

and Accused No. 3 (The Signatory) with all deliberate speed and

in accordance with the law, without being influenced by any

observations made herein regarding the merits of the underlying

commercial dispute.

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CRR 2301 OF 2024

61. The quashing of proceedings against the non-signatory directors

shall not be construed as an expression of opinion on the merits

of the underlying commercial liability of the accused company.

62. The Complainant remains at liberty to pursue any other civil

remedy available under the law for the recovery of the alleged

outstanding dues. The observations made herein shall not

prejudice such civil proceedings.

63. The Criminal Revisional Application being CRR 2301 of 2024

stands allowed to the extent indicated above.

64. Interim order/orders, if any stand vacated.

65. There shall be no order as to costs.

66. The Trial Court Record (TCR), if any, shall be sent down to the

Trial Court, at once.

67. Case diary, if any, be returned forthwith.

68. Urgent photostat certified copy of this judgment, if applied for, be

supplied to the parties upon compliance with all requisite

formalities.

(Uday Kumar, J.)