Liability of Directors under Section 138 of the Negotiable Instruments Act is contingent upon specific averments in the complaint demonstrating their responsibility for the Company's affairs.

B. Akbar Basha Khadiri J. - All these criminal original petitions have arisen in this way.

2. The respondent herein, a Finance Company, has preferred private complaints under Section 200 of the Criminal Procedure Code, 1973, against M/s. Sivanandha Steels Ltd., its Executive Director R.P. Krihanmurthi, Managing Director Venkatesan, Directors Pity Thiagarayam Chetty, M. Arumugam, A.R. Varadharajelu and Munuswamy alleging that they had committed an offence punishable under Section 138 of the Negotiable Instruments Act, 1881. According to the respondent herein, the complainant, on behalf of the first respondent-Company, the Managing Director, Executive Director and the rest of the order Directors entered into hire-purchase agreements with the complainant and availed of finance facilities. In part payment of the liability the second accused in his capacity as the Executive Director issued 12 cheques for and on behalf of the first accused Company during the period between January 25, 1998 and July 4, 1998. The cheques were returned by the Bank with an endorsement that the cheque amount exceeds arrangement. The dishonour of the cheques was intimated to the complainant by the banker's memo dated July 13, 1998, July 14, 1998, July 15, 1998 and July 16, 1998. The respondent herein, complainant, sent a statutory notice to the accused on July 17, 1998, calling upon them to pay the amount. The accused received the notice on July 29, 1998, but they had not made any payment. According to the respondent herein, complainant, by virtue of the restriction imposed under Section 219 of the Criminal Procedure Code, 1973, he is restricting each of his complaints for three cheques only. Accordingly, C.C. No.2725 of 1999, has been filed with respect to cheques issued by the accused on March 4, 1998, February 25, 1998 and January 25, 1998; C.C. No.2730 of 1999 has been filed with respect to cheques dated February 4, 1998, March 25, 1998 and April 4, 1998; C.C. No.6894 of 1998 has been filed with respect to cheques dated June 4, 1998, July 4, 1998 and May 25, 1998; C.C. No.2727 of 1998 has been filed with respect to cheques dated June 25, 1998, April 25, 1998 and May 4, 1998. Now, a few of the Directors, namely, accused Nos. 5 to 11 have come forward with the instant criminal original petitions to quash the respective proceeding on the ground that there are no averments in the complaints that the petitioners are responsible for the day-to-day affairs of the Company. According to them, they have not signed the cheques and that they are not vicariously liable unless and until the complaints show the specific overt act committed by them.

3. Notice of motion was ordered. The respondent entered appearance.

4. Heard both the sides. It is not in dispute that the petitioners herein are the Directors of the first accused-Company. In the light of the decisions rendered by the Supreme Court in Sheoratan Agrawal v. State of Madhya Pradesh, (1984)4 SCC 352 = AIR 1984 SC 1924 and Anil Hada v. Indian Acrylic Ltd., X(1999) SLT = IV(1999) CCR 285 (SC) = (2000) I LW (CrI.) 423 it is settled that by virtue of the fiction envisaged in Section 141 of the Negotiable Instruments Act, not only the Company, but every one who was in charge of and responsible for the business of the Company and any other person who is a director or manager or secretary or officer of the Company with whose connivance or due to whose negligence, the Company committed the offence, are jointly or severally liable. But the sine qua non is, such averment ought to have been made in the complaint, that is, that the other persons who have not signed the cheques were in charge of and responsible for the business of the Company or, if they happened to the directors, the offence was committed by the Company with their connivance or due to their negligence. In the case of a Company, the day-to-day finance affairs are not carried out by all the directors in view of the Board delegating the powers to