The main legal point established in the judgment is that specific averments regarding the accused being in charge of the company's business are not necessary in the complaint as long as the substance of the allegations fulfills the requirements of the said Section.

JUDGMENT :

1. This appeal is filed against the judgment dated 30.9.1997. A complaint under Section 138 of the Negotiable Instruments Act, 1881 (hereinafter called "the Act?) has been quashed by the Madras High Court' merely on the ground that in the complaint it has not been mentioned that the respondents were in charge of, and responsible to, the company for conduct of the business of the company.

2. The respondents along with 7 other accused persons were Directors of M/s Haryana Petrochemicals Limited. The 1st respondent is the Managing Director. The 2nd respondent is the Joint Managing Director. The cheque in question was signed by the 2nd respondent (Joint Managing Director) for and on behalf of M/s Haryana Petrochemicals Limited. The 2nd respondent had also sent a reply dated 10th February, 1996 to the statutory notice dated 26th December, 1995. The complaint has been quashed even against the signatory of the cheque i.e. the 2nd Respondent and even against the Managing Director.

3. In the complaint, it has been mentioned a) that M/s Haryana Petrochemicals Limited had issued the concerned cheque for Rs.53,13,350/- towards settlement of a loan; b) that the cheque was dishonoured when presented with the endorsement "exceeds arrangement?; c) that the notice dated 26th December, 1995 had been issued; d) that M/ s Haryana Petrochemicals Limited had failed to make payment; e) that all the accused persons were the company and the Directors.

4. At this stage, it is necessary to set out Section 141 of the Negotiable Instruments Act. The said Section reads 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 and shall be liable to be proceeded against and punished accordingly :

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.

(2) Notwithstanding anything contained in sub-section (1), where any offence under this Act has been committed by a company and it is proved that the offence has been committed with the consent or connivance of, or is attributable to, any neglect on the part of, any director, manager, secretary or other officer of the company, such director, manager, secretary or other officer shall also be deemed to be guilty of that offence and shall be liable to be proceeded against and punished accordingly.”

5. Thus if the person committing an offence, under Section 138 of the Act, is a Company then, by virtue of Section 141 of the Act it is deemed that every person who was in charge of and responsible to the company for the conduct of business of the company, as well as the company, are guilty of the offence. The proviso, however, exempts a person from becoming liable for the offence, if he proves that the offence was had exercised all due diligence to prevent the commission of such offence.

6. It is settled law, and no authority is required for the proposition, that in the case of a Company and particularly a Public Limited Company the persons in charge of the company and responsible to the company for conduct of business of the company are the Board of Directors. In other words ever$-Director of a company is a person in charge, of the company and responsible to the company for conduct of its business. In a complaint all that is required is that the ingredients of an offence be made out. In a complaint under Section 138 of the Act the ingredients would be the issuance of the cheque, presentation of the cheque, dishonour of the cheque, service of the statutory notice and non-compliance or non-payment in pursuance of the notice. In such a complaint,