IMPORTANT POINT
For invoking section 141 the Compliant must specifically allege as to how the accused was incharge of affairs of the company and his role in issuing the cheques.

Judgment :

Dr. Arijit Pasayat, J.

1.1. Challenge in this appeal is to the judgment of a learned Single Judge of the Madhya Pradesh High Court, Indore Bench, dismissing the revision application filed by the appellant questioning his conviction for an offence relating to Section 138 of the Negotiable Instruments Act, 1881 (in short the `Act).

2.2. Respondent No.2-complainant was dealing in the business of transportation. The appellant was the General Manager of J.K. Utility Division of J.K. Synthetics Ltd. whereas the absconding accused Anup Chaturvedi was the Finance Manager. Both were working under the Managing Director Manoj Kumar Mathur. The non-applicant and the co- accused Anup Chaturvedi placed order No.U/QMR/Coal 96028 dated 7.8.1996 with one Vinayak Coal Corporation. In pursuance of this order, the coal was transported by Maruti Road Carrier, Indore which is owned by the appellant. The transportation charges of Rs.9,45,000/- were paid through four cheques. All the four cheques were given to the appellant by the co- accused.

3.3. As per the information given by the co-accused to the appellant, the appellant placed the cheques before the Bank for encashment but the same were dishonored. All the cheques were issued on Bank of Rajasthan Branch Jhalawad. The cheques were returned dishonoured with the endorsement of `Stop Payment. On 28.11.1996, a registered notice was sent to the Company which was served by "Registered Acknowledgment Due" on 6.12.1996. Even thereafter payments were not made. Therefore, the complaint was filed by respondent No.2 against the appellant and co- accused Anup Chaturvedi and Manoj Mathur and the case was proceeded against the appellant and absconding accused Anup Chaturvedi.

4. Respondent No.2 had stated in the complaint that appellant was working in the company. The order of transportation was placed by him, the material was received by

him and the cheques were given to him by the appellant and co-accused Anup Chaturvedi. Out of four cheques, the complaint in regard to the cheque amount of Rs.2,00,000/- dated 12.9.1996 was not pressed because a separate complaint was filed for dishonour of this cheque.

4.5. The learned Judicial Magistrate, First Class, Indore, found the appellant guilty and the appeal was dismissed by learned Additional Sessions Judge, Indore. Both the courts found the appellant guilty. The appellants stand was that he was not in charge and responsible for the conduct of the business of the company and, therefore, he should not have been held guilty. The cheques were not signed by him and a notice under Section 138 proviso (b) of the Act was not given in his name. The High Court did not accept the stand and dismissed the revision application.

5.6. Learned counsel for the appellant submitted that there is no evidence that the appellant was in charge and responsible for the conduct of the business of the company. A notice was not given to him. There was no specific role attributed to him in the complaint petition. Therefore, the conviction as recorded cannot be maintained.

6.7. Learned counsel for respondent No.2-complainant supported the judgment of the High Court.

7.8. It appears that the accused No.3 (Manoj Mathur) was discharged.

8.9. In S.M.S. Pharmaceuticals Ltd. v. Neeta Bhalla and Anr. (2007(4) SCC 70) it was inter-alia observed held as follows:

"16. Section 141 of the Act does not say that a Director of a company shall automatically be vicariously liable for commission of an offence on behalf of the Company. What is necessary is that sufficient averments should be made to show that the person who is sought to be proceeded against on the premise of his being vicariously liable for commission of an offence by the Company must be in charge and shall also be responsible to the Company for the conduct of its business.

xx xx xx 20. The liability of a Director must be determined on the date on which the offence is committed. Only because Respondent 1 herein was a party to a purpor