IMPORTANT POINT
Where offence under Section 138 of Negotiable Instruments Act is committed by company mere mentioning that all the accused are also responsible for dishonour of Cheque and all are liable to be punished for offence would not suffice to satisfy requirement of Section 141 of the Act.

M. Karpagavinayagam, J. - The proceedings initiated under Sections 138 and 141 of the Negotiable Instruments Act are sought to be quashed in these petitions filed under Section 482 Cr. P.C. by the petitioners. who are arrayed as A9, A-7, A-8 and A-6.

2. Mr. Murali the learned counsel appearing for the petitioners though would raise several grounds while seeking to quash the proceedings. I am impressed upon one of the grounds on the basis of which the proceedings can be quashed as against these petitioners.

3. It is settled law that when a complaint has been filed under Sections 138 and 141 of the Negotiable Instruments Act in respect of non-payment of cheque amount against the company all the directors or partners in charge and responsible for the affairs of the company are also liable to be punished and as such, the complaint against all the directors is maintainable.

4. However, it is laid down by this Court as well as the Apex Court that there shall be necessary averments in the complaint that those directors are in charge and responsible for the affairs of the company and in the absence of such allegation the complaint cannot be maintained as against such person, even though he is a director.

5. In that view of the matter when we look at the complaint there is no specific averment in the complaint as against these petitioners, as contained in Section 141 (1) of the Act. I find that there is bald allegation in para 14 of the complaint which is as follows:

"It is submitted that accused 1 to 12 are managing the first accused company and they are jointly and severally liable for the offence committed by them."

In my view these averments which are vague and bald cannot be said to have satisfied the requirement of Section 141(1) of the Negotiable Instruments Act.

6. It shall be mentioned in the complaint that on the date when the offence was committed the Directors were in charge and responsible for the conduct of the business of the company. In this context, it shall be appropriate to note sub-section (1) of Section 141 of the Negotiable Instruments Act. which is in the following terms:

"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."

7. On a reading of Section 141 of the Act, it is clear that when the accused company committed the offence under Section 138 of the Act, then not only the company, but also every person at the time when the offence was committed who was in charge and responsible for the conduct of the business of the company shall be deemed to be guilty of the offence and liable to be punished.

8. From this it is clear that a person other than the company can be proceeded against under this Act only when the person was in charge and responsible for the conduct of the business of the company.

9. It is true as pointed out by Mr. Govindaraj the learned counsel for the respondent that it is averred in para 14 of the complaint the accused 2 to 12 are managing the day todays affairs and business of the company and as such they are jointly and severally liable for the offences committed by them and it would be sufficient to satisfy the basic requirement of Section 141 (1) of the Negotiable Instruments Act.

10. But in my view these words would not directly indicate or indirectly reveal that the petitioners who are arrayed asA-9, A-7, A-8 and A-6 were the directors in charge and responsible for the affairs of the company when the offence was committed.

11. Under those circumstances when it is clear that the allegation made in the complaint does not either in express words or with reference to the allegation contained therein make out a case that at the time of commission of the offence the petitioners were in charge and re