A director, manager, secretary, or other officer of a company or firm can only be held liable for an offense committed by the company or firm if it is proved that the offense was committed with their consent or connivance, or was attributable to their neglect.

Pushpendra Singh Bhati, J.

1. The petitioner has preferred this misc. petition under section 482 of Cr.P.C., 1973 for quashing of the entire proceeding of criminal regular case No. 291/2013 pending in the court of learned Special Magistrate (N.I. Act Cases No. 1) Bhilwara, qua the petitioner, offence under Section 138 of the Negotiable Instrument Act.

2. The brief facts of this case are that a complaint was filed under Section 138 of the Negotiable Instrument Act, by the respondent against the petitioner and her son. The complaint proceeded and after an enquiry, cognizance has been taken against the present petitioner vide order dated 18.03.2013. It is an admitted position that the cheque was issued by the son of the present petitioner. It is also an admitted position that the petitioner was not the original partner in the Firm, but came into the picture only when her husband expired and she entered the Firm.

3. Learned counsel for the petitioner has shown from Section 141(2) of the Negotiable Instrument Act, 1881 that the allegation can only be levelled against the Company or its partners or its Directors only when the offence was committed with the consent or connivance or, is attributable to, any neglect on the part of, any director, manager, secretary or partners.

4. Learned counsel for the respondents vehemently argued that the cheque was handed over to the present respondent by the petitioner and, therefore, she was consenting party to the act of giving the cheque and, therefore, responsible for any proceedings in consequence of giving the cheque.

5. Learned counsel for the respondents has relied upon the judgment passed by Hon'ble Supreme Court in K.K. Ahuja v. V.K. Vora and Anr., (2009) 10 SCC 48 and the relevant portion of judgment is reproduced as follows:

"18. Sub-section (2) of section 141 provides that a Director, Manager, Secretary or other officer, though not in charge of the conduct of the business of the company will be liable if the offence had been committed with his consent or connivance or if the offence was a result of any negligence on his part.

The liability of persons mentioned in sub-section (2) is not on account of any legal fiction but on account of the specific part played - consent and connivance or negligence. If a person is to be made liable under sub-section (2) of section 141, then it is necessary to aver consent and connivance, or negligence on his part.

25. It should, however, be kept in view that even an officer who was not in charge of and was responsible to the company for the conduct of the business of the company can be made liable under sub-section (2) of Section

141. For making a person liable under Section 141(2), the mechanical repetition of the requirements under Section 141(1) will be of no assistance, but there should be necessary averments in the complaint as to how and in what manner the accused was guilty of consent and connivance or negligence and therefore, responsible under sub-section (2) of section 141 of the Act.

27. The position under section 141 of the Act can be summarized thus :

(i) If the accused is the Managing Director or a Joint Managing Director, it is not necessary to make an averment in the complaint that he is in charge of, and is responsible to the company, for the conduct of the business of the company. It is sufficient if an averment is made that the accused was the Managing Director or Joint Managing Director at the relevant time. This is because the prefix 'Managing' to the word 'Director' makes it clear that they were in charge of and are responsible to the company, for the conduct of the business of the company.

(ii) In the case of a director or an officer of the company who signed the cheque on behalf of the company, there is no need to make a specific averment that he was in charge of and was responsible to the company, for the conduct of the business of the company or make any specific allegation about consent, connivance or negligence. The very fact tha