IMPORTANT POINT
There must be averment in complaint that Directors were in-charge of and responsible for the conduct of business of company to make them vicariously liable.

K.J. Rohee, J.—Heard the learned counsel for the applicants and the learned counsel for the non-applicants.

2. Criminal Application No.302 of 2000 arises out of the common Order dated 19-1-2000 passed by the Chief Judicial Magistrate, Nagpur in 19 Criminal Complaint Cases namely, Case Nos.698 of 1994 to 716 of 1994.

3. The facts which are relevant for the purposes of deciding these applications are as under :

The complainants are the members of Hindu Undivided Family. They are Traders and Commission Agents. Accused no.1 is a company registered under the Companies Act, 1956 with its registered office and factory is at Shivni (Madhya Pradesh) and corporate office at Nagpur. Accused No. 2 is the Chairman-cum-Director, accused no.3 is Managing Director and Vice-Chairman, accused nos.4 and 5 are the Directors of the said company and accused Nos. 6, 7 and 8 are the employees of the said company.

4. According to the complainants, the said company functions under the control of accused Nos. 2 to 8, they are the brain behind the functioning of accused No. 1. Nothing moves in the company except at the dictates of accused Nos. 2 to 8. Accused Nos. 2 and 8 are in-change and are responsible to the company for the conduct of its business.

5. The accused used to purchase Soyabean seeds from the complainants. The business of the accused with the complainants was substantial one. The accused used to issue cheques from time to time towards the discharge of their liability/debts in respect of purchase of Soyabean seeds. The accused purchased Soyabean seeds from the complainants for its factory and as per the Orders the complainants supplied those seeds. Against the discharge of the debts and liability, the accused issued 19 cheques of different dates and of different amount, total amount being Rs. 51 Lacs. All these cheques were drawn on UCO Bank, Sitabuldi, Nagpur.

6. In October, 1994, the complainants deposited the cheques with the Bank. Immediately thereafter the cheques were returned on the ground that they exceed the amount arranged/exceeded arrange-ment. Hence on 6-11-1994 the com-plainants issued notices to the accused. Some of the accused received the notice on 15-1-1994. However, the applicants avoided to receive the notice. The refusal by them to receive notice amounts to service. As no payment was made within 15 days from the service of the notice, the complainants filed complaints on 28-12-1994 at Nagpur. The Chief Judicial Magistrate, Nagpur directed issuance of notices under Sections 138/141 of the Negotiable Instruments Act by Order dated 8-3-1995. Initially, Criminal Revision No. 73 of 1995 was preferred by the accused before this court. However, the same was dismissed on 9-10-1995.

7. Thereafter, the accused moved application for recalling/revocation of the Order of issuance of process against them on the ground that the applicants had resigned from the directorship of the company between May, 1994 and November, 1994. Their resignations were accepted and the Registrar of Companies was duly informed by the company about the change.” Thus, the applicants were not concerned with the affairs of the company and they cannot be held liable for bouncing of the cheques.

8. The accused moved the application for dismissal of the complaint on an additional ground that no notice of dishonour of cheque was served on them, because after they resigned from the company, their addresses had changed. Thus, no cause of action arose against them and the complaints were liable to be dismissed. The learned Chief Judicial Magistrate, Nagpur dismissed the application of the accused for dismissal of the complaints by his Order dated

20-7-1996. The present application is directed against those Orders.

9. The accused persons preferred Criminal Writ Petition Nos. 231 to 249 of 1996 against the said Order. Those criminal writ petitions were dismissed by this court by Order dated 8-12-1997. The accused preferred Criminal Appeal Nos. 1143 to 1161 of