Hon'ble Shri Manindra Mohan Shrivastava, J.

1. By this petition under Section 482 of the Code of Criminal Procedure, 1973 (hereinafter referred to as "the Code") the petitioners have called in question the legality, validity and maintainability of the criminal proceedings instituted upon complaint filed by respondent No. 2, alleging commission of offence under Section 138 of the Negotiable Instruments Act, 1881 (hereinafter referred to as "the N.I. Act"). The petitioners have also prayed that the order dated 24th June, 2000, by which the cognizance has been taken against the petitioners and other Directors of the Company and process issued, launching prosecution, be quashed. The factual matrix giving rise to this petition, as adumbrated in the petition and relevant for decision of the petition, are that respondent No. 2 instituted a complaint under Section 200 of the Code against the petitioner's Company and its Directors in the Court of Additional Chief Judicial Magistrate, Raipur, alleging commission of offence under Section 138 read with Section 141 of the N.I. Act, read with Section 420/34 of the IPC. In the complaint, it was averred, inter alia, that a decree was passed in favour of respondent No. 2 by the District and Sessions Judge, Raipur in Civil Suit No. 46-B/99 on 4.11.1999 against the petitioner-Company for payment of amount due under the decree along with accrued interest due thereon to the complainant. Upon failure to satisfy the decree, execution petition was filed before the District Judge, Raipur. As the property of the petitioner- Company are situated outside the local limits of the executing Court, the decree was transferred for execution to the High Court of judicature at Bombay and order for execution of decree was passed, directing attachment of the property and for realization of the decretal amount. It was further averred that before the order of attachment could be given effect to, the Company acting through other non-applicants and other persons in charge of the affairs of the company issued a cheque in favour of the complainant bearing No. 517963 dated 30.3.2000 for a sum of Rs. 4,37,117.35/- after deducting T.D.S. as per the provisions of the Income Tax Act drawn on Bank of Maharashtra Industrial Finance Branch Mumbai in favour of the complainant. According to the complainant, the said cheque was given towards discharge of the legal liability. In the complaint, it was also averred that after obtaining cheque, no further steps were taken towards execution of the decree. The said cheque was presented for payment through their Banker, but, the cheque was firstly manipulated to be returned on the ground "Payment Stopped", but, later on, as an afterthought, the Banker of the petitioner-Company returned the cheque on the ground that signature of the second attorney was required. Even though notice was given for payment of the amount, but the amount due under the cheque was not paid within the stipulated period prescribed under the law, resulting in commission of offence. In support of complaint, the complainant -respondent No. 2 examined himself. After his examination, vide order dated 24.6.2000, the learned Magistrate registered offence under Section 138 of the N.I. Act and directed issuance of summons, which is now under challenge before this Court.

2. Learned senior counsel appearing for the petitioners contended, in extenso, placing reliance upon several authorities, that the complaint taken on its face value and the averments/allegations made therein do not make out any case for taking cognizance by registering offence against the Directors of the Company. Learned senior counsel further submitted that the averments made in the complaint firstly, do not specifically allege that the Directors of the Company, who have been impleaded as accused in the compliant, were in-charge of and responsible to the Company for the conduct of the business of the Company, without which, registration of offence again