Directors and officers of a company can only be held liable for offenses committed by the company under Section 138 of the Negotiable Instruments Act, 1881, if they were in charge of or responsible for the conduct of the company's business at the time the offense was committed.

, J.

1. This is a petition under Sec.482 of the Code of Criminal Procedure for quashing the complaint under Sec.138 of the Negotiable Instruments Act, 1881 (hereinafter called "the Act" ).

2. It is stated in the petition that the respondent-complainant, Haripal Singh, filed a complaint in respect of cheque dated March 8, 1992, drawn on State Bank of Bikaner and Jaipur, for Rs.1,25,000 through Qimat Rai Garg, managing director of M. M. Leasing Limited. It is averred in the petition that the petitioners, Sushil Singla and Madhu Rai Garg, were simply directors of the company and were neither in charge of, nor responsible to the affairs of the company. The cheque was issued by Qimat Rai Garg for and on behalf of the company who was in charge of, and responsible to the company for the conduct of the business of the company. The petitioners have been impleaded as accused in spite of the fact that no offence has been disclosed against them as is clear from a bare reading of the complaint.

3. Written statement has been filed by Haripal Singh, respondent. He has stated in the reply that the petitioner, Madhu Rai Garg, is the main accused being the wife of Qimat Rai Garg and she was very closely associated with all his companies including M. M. Leasing Limited. He has emphatically denied the averments made in the petition and has stated in the written statement that both the petitioners are in charge of, and responsible for the affairs of the company.

4. Learned counsel for the petitioners submits that Sec.141 of the Act deals with offences by companies and provides that only those persons in respect of the company who at the time the offence was committed were in charge of, and were responsible to the company for the conduct of the business of the company shall be deemed to be guilty of the offence. According to him, there is no allegation in the complaint that the petitioners were in charge of, and were responsible for the conduct of the business of the company. Therefore, the complaint is not maintainable against the petitioners being an abuse of the process of the court and the same is, thus, liable to be quashed, In order to support his contention, learned counsel for the petitioners relies on Harbhajan Singh Kalra V/s. State of Haryana [1992] 1 Recent C. R.169 ; [1993] 76 Comp Cas 371 (P and H) and Vyapak Puri V/s. State of Punjab [1991] 1 Recent C. R.501. Sec.141 of the Act, which is relevant for the purpose of this case, is reproduced as under ; "141. Offences by companies.- (1) If the person committing an offence under Sec.138 is a company, every person who, at the time the offence was committed, was in charge of, and was responsible to the company for the conduct of the business of the company, as well as the company, shall be deemed to be guilty of the offence and shall be liable to be proceeded against and punished accordingly : Provided that nothing contained in this sub-section shall render any person liable to punishment if he proves that the offence was committed without his knowledge, or that he had exercised all due diligence to prevent the commission of such offence. (2) Notwithstanding anything contained in Sub-section (1), where any offence under this Act has been committed by a company and it is proved that the offence has been committed with the consent or connivance of, or is attributable to, any neglect on the part of, any director, manager, secretary or other officer of the company, such director, manager, secretary or other officer shall also be deemed to be guilty of that offence and shall be liable to be proceeded against and punished accordingly. Explanation. . . . . . . . . . "

5. There can be a cause against M. M. Leasing Limited and Qimat Rai Garg, managing director, M. M. Leasing Limited, who are accused Nos.1 and 2 in the complaint. So far as the petitioners, Madhu Rai Garg, director, M. M. Leasing Limited and Sushil Singla, director, M. M. Leasing Limited, who are accused Nos.3 and 4 in the co