( 1 ) HEARD learned Counsel for the respective parties. Rule. Mr. N. D. Gohil, learned A. P. P. waives service of rule for respondent No. 1. Mr. Paresh Dave waives service of rule for respondent No. 2. On a joint request of learned Counsel for the parties, this application is taken up for final hearing today.

( 2 ) ). This is an application under Sec. 482 of the Criminal Procedure Code at the instance of original accused No. 1, in a complaint filed by the respondent no. 2 in respect of an offence alleged to have been committed under Sec. 138 of the Negotiable Instruments Act read with Sec. 141 of the said Act.

( 3 ) ). The short facts which are relevant for the purpose of present decision are not in dispute. The second respondent herein - original complainant had placed fixed deposit with the company by the name of M/s. Piramal Financial services Ltd. , wherein the present applicant-accused No. 1 was Managing director. The company had issued four cheques by way of repayment of this fixed deposit. These four cheques were issued in the name of the original complainant, and were drawn on the account of the company under the signature of accused No. 1. It is however pertinent to note that the applicant-accused no. 1 had not drawn such cheques in her personal capacity, but in her capacity as Managing Director of the said company.

( 4 ) ). It is also pertinent to note that the cheques were issued sometime before february, 1999, but were postdated whereby the due date was 13th July, 1999 in order to obtain the corresponding date when the deposit would mature.

( 5 ) ). The present applicant resigned from the company, both as Director as well as Managing Director by resignation dated 27th January, 1999, This is evidenced by Form No. 32 filed with the Registrar of Companies. It is contended that consequently the authority to issue cheques for and on behalf of the company also stood revoked. It is also pertinent to note that this resignation became effective before the due date of the cheques.

( 6 ) ). It is also pertinent to note that the complainant was informed by registered A. D. letter dated 10th May, 1999, i. e. before due dates of the cheques, that there is a change in the management of the company, and consequent to the change in management, the bankers of the company have effected changes in the authorised signatories to the cheques issued by the company, and that therefore, the cheques issued by way of repayment of the deposit dated 31st july, 1999 should be exchanged by fresh cheques signed by the duly authorised signatories, before the due date. It does not appear that the complainant took any action for obtaining fresh cheques as was intimated to her.

( 7 ) ). The original cheques dated 31st July, 1999 were presented by the complainant for clearing through her bank on 30th November, 1999, which were dishonoured. The complainant therefore issued a notice dated 9th December, 1999 which notice was addressed to M/s. Piramal Financial Services Ltd. through mrs. Alka M. Shah, Managing Director. Ultimately, the complainant filed a complaint before the learned Magistrate under Sec. 138 read with Sec. 141 of the Negotiable Instruments Act, upon which the learned Magistrate issued summons.

( 8 ) ). The present application is for the purpose of quashing the process issued as well as for quashing the complaint in question.

( 9 ) ). THE short contention raised on behalf of the present applicant (accused no. 1) is that even according to the complainant, the offence is committed by the company and the accused No. 1 is only liable on account of her position as Managing Director of the company. On a plain reading of Sec. 141 of the negotiable Instruments Act, it becomes obvious that every person "at the time the offence was committed, was in charge of and was responsible to the company" shall be deemed to be guilty of the offence. . . . . . . On the facts of the case, it is an admitted position that the offence was committed (