IMPORTANT POINT
Dishonour of cheque – Offence by company – A person cannot be made liable unless, at the material time, he was in-charge of and was also responsible to company for conduct of its business.

JUDGMENT :

B.R. GAVAI, J.

1. Leave granted.

2. The present appeals challenge the common judgment and order dated 26th April, 2022 passed by the High Court of Judicature at Madras (hereinafter referred to as “High Court”), in Crl. O.P. Nos. 3470 & 5767 of 2019 and Crl. M.P. Nos. 2224, 2225 & 3255 of 2019, whereby the High Court rejected the prayer for quashing of C.C. Nos. 3151 & 3150 of 2017, on the file of learned XVIII Metropolitan Magistrate, Saidapet, Chennai (now transferred to the learned Metropolitan Magistrate, Fast Track Court-III, Saidapet, Chennai), in connection with the offence punishable under Section 138 read with Section 142 of the Negotiable Instruments Act, 1881 (hereinafter referred to as “the N.I. Act”).

3. The facts, in brief, giving rise to the present appeals are as follows:

3.1 M/s. Bharti Airtel Limited (hereinafter referred to as, “complainant” or “respondent”), is a company engaged in the business of providing telecommunication services, under a license issued by the Government of India, in various telecom circles in India.

3.2 One M/s. Fibtel Telecom Solutions (India) Private Limited (hereinafter referred to as, “Fibtel Telecom Solutions” or “Company”), a company registered with the Telecom Regulatory Authority of India (TRAI) as a telemarketer, had approached the respondent intending to obtain telecom resources for the purpose of transactional communication and requested the complainant for allotment of telecom resources for the said purpose. One Manju Sukumaran Lalitha is the Director & Authorized Signatory of Fibtel Telecom Solutions and one Susela Padmavathy Amma, the appellant herein, is the Director of Fibtel Telecom Solutions.

3.3 Based on the representation made by Fibtel Telecom Solutions, the respondent had agreed to provide the required services, whereupon the parties entered into a Service Agreement, vide which Fibtel Telecom Solutions had to pay Rs. 14,00,000/- as fixed monthly recurring charges to the respondent. It is the thus the case of the respondent that Fibtel Telecom Solutions owes a sum of Rs. 2,55,08,309/-, in lieu of the service provided to it by the respondent.

3.4 However, the grievance of the respondent is that in-spite of regular follow-ups and reminders, Fibtel Telecom Solutions failed and neglected to clear the respondent’s dues. Only thereafter, upon repeated demands made by the respondent, Fibtel Telecom Solutions furnished five post-dated cheques to the complainant, on 17th June 2016, details of which are as given below:

3.5 On deposit of the cheque mentioned at Sr. No. 1 in the table, bearing cheque no. 414199 and dated 25th June 2016, by the respondent, the said cheque was returned to it unpaid with reason “payment stopped by drawer”. Aggrieved thereby, the respondent issued a legal notice to Fibtel Telecom Solutions, on receipt of which & following an oral agreement between them, a payment schedule was agreed to and a cheque for an amount of Rs. 25,00,000/- drawn by Fibtel Telecom Solutions was honoured by it. However, when the complainant deposited the remaining four cheques as mentioned at Sr. No. 2 to 5 in the table, the same were returned to it unpaid with reason “payment stopped by drawer”. Details of deposit & return of cheques are as given below:

3.6 Accordingly, the respondent filed two complaints under Section 190(i)(a) of the Code of Criminal Procedu