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Learned counsel for the petitioner has contended that the petitioner is not responsible for the conduct and affairs of the company and is also not responsible for the day-to-day management of the Company and, therefore, he cannot be made vicariously liable and cannot be prosecuted for the offence punishable under Section 138 of N.I. Act due to dishonour of cheques issued by the Reflex Energy Ltd. in favour of respondent-firm.

It is further contended by learned counsel for the petitioner that the petitioner is a nominee Director in the Bord of Directors of Reflex Energy Ltd. on behalf of Vama Energy Pvt. Ltd., which has invested in the Reflex Energy Ltd. It is argued that the Reflex Energy Ltd. has entered into an agreement dated 17th of Oct., 2011 with Vama Energy Pvt. Ltd. for extending such investment and as per clause 9.2(a) of the said agreement, the investing company Vama Energy Pvt. Ltd. is, therefore, required to appoint its nominee Director on the Board of Reflex Energy Ltd. Learned counsel for the petitioner has invited attention of this Court on the clause 9.2(a) (which is reproduced in the petition) of the agreement entered into between the Reflex Energy Ltd. and Vama Energy Pvt. Ltd. and argued that as per the provisions of said clause, the petitioner being a nominee director on behalf of Vama Energy Pvt. Ltd. is not responsible for day-to-day management of the Reflex Energy Ltd. nor is liable for any failure on the part of said company.

Director in the Company and not a Managing Director or a Joint Managing Director. As per clause 9.2(a) of the agreement entered into between Reflex Energy Ltd. and Vama Energy Pvt. Ltd, the petitioner is a nominee Director in the Board of Reflex Energy Ltd. on behalf of Vama Energy Pvt. Ltd., the petitioner is not liable for day to day business of the Reflex Energy Ltd.

In the overall view of the matter and in view of the principles laid down by the Hon'ble Apex Court in National Small Industries (supra), it is held that the petitioner cannot be made vicariously liable for offence committed by the Reflex Energy Ltd. and continuance of the criminal proceedings against the petitioner in respect of complaints made by the respondent-firm is nothing but an abuse of process of law.