S. R. K. PRASAD, J. ( 1 ) THE petitioners invoke the inherent powers of this Court under Section 482 cr. P. C. for quashing of the proceedings in c. C. No. 160/99 on the file of Addl. Judl. First class Magistrate, Proddatur. ( 2 ) A brief resume of background of facts is necessary. The petitioners are the accused in C. C. No. 160/99. The petitioners are said to be the Directors of Malnadu Holdings private Limited and they are dealing business in the name and style of Sengamalam spinners Private Limited. 1st respondent is the supplier of cotton to Sangambalam spinners Private Limited. It appears that an amount of Rs. 9,63,702-00 was due from the said firm. Thereupon, the petitioners gave two cheques bearing No. 262394 and 505290 for a sum of Rs. 50,000/- and Rs. 1,00,000/- respectively, drawn on Indian Overseas Bank limited, Mannergudi. They are said to have been presented for collection on 16-1-1999 and 18-1-1999 respectively and the same were dishonoured due to insufficient funds. The said fact has been informed to the 1st respondent on 27-1-1999. A telegram was issued on 6-2-1999 demanding the cheque amount. As the amount was not paid 1st respondent filed the complaint before the i Addl. Judicial First Class Magistrate, proddatur. Aggrieved by the same, the petitioners have preferred this criminal petition. ( 3 ) THE learned senior Counsel for the petitioners Sri P. Gangaiah Naidu, assails the proceedings on two grounds. Firstly, he contends that company is not made as an accused to the impugned proceedings and therefore, the petition is not maintainable against the Directors of the Company. In support his contention, he relied on a decision reported in D. Chandra Reddy v. Gourisetti prabhakar. It is also contended by the senior counsel for the petitioners that inspite of tendering the amount by the accused, 1st respondent refused to receive the same and the complaint is not maintainable. Reliance is placed on a decision reported in Pradeep chandran v. Nimmi Velappan. On the other hand, the learned Counsel for the 1st respondent has placed reliance on a decision reported in Anil Hada v. Indian Acrylic Limited, and contends that the petition is maintainable though company is not prosecuted, the other directors cannot escape the liability. He has also placed reliance on the following decisions. On the other hand, the learned Counsel for the 1st respondent has placed reliance on a decision reported in Anil Hada v. Indian Acrylic Limited, and contends that the petition is maintainable though company is not prosecuted, the other directors cannot escape the liability. He has also placed reliance on the following decisions. Rama Bhushanam and another v. Registrar of Companies, R. Ramachandran v. Yerram Sesha Reddy and another, B. Manipal reddy v. State of A. P. Suraj Theatre and others v. Smt. Kakarla Bharathi and another. It is also contended by the learned Counsel for the 1st respondent that the question of tendering the amount is a question of fact to be decided on evidence and in that view of the matter the inherent powers cannot be exercised in this case. The learned Public Prosecutor contends that it is not a fit case to exercise the inherent powers of this Court. ( 4 ) ADVERTING to the 1st contention canvassed by the learned Counsel for the petitioners, the Supreme Court has categorically stated in a decision 3rd cited that the prosecution of a company is not a sine qua non for prosecution of its Directors. It is further observed that if the company could not be prosecuted for some reason or other, the other accused cannot escape the liability as can be seen from paragraphs 12 and 13. The relevant portions at paras 12 and 13 read as follows: paras 12 and 13: "when the drawer of the cheque who falls within the ambit of Section 138 of the Act is a human being or a body corporate or even firm, prosecution proceedings can be initiated against such drawer. In this context the phrase "as well as " used in sub-sec. (l) of Sec. 141 of the Act has some importance. The said phrase would embroil the persons mentioned in the first category within the tentacles of the offence on par with the offending company. Similarly the words "shall also" in sub-section (2) are capable of bringing the third category persons additionally within the dragnet of the offence on an equal par. The said phrase would embroil the persons mentioned in the first category within the tentacles of the offence on par with the offending company. Similarly the words "shall also" in sub-section (2) are capable of bringing the third category persons additionally within the dragnet of the offence on an equal par. The effect of reading Section 141 is that when the company is the drawer of the cheque such company is the principal offender under Section 138 of the Act and the remaining persons are made offenders by virtue of the legal fiction created by the Legislature as per the section. Hence the actual offence should have been committed by the company, and then alone the other two categories of persons can also become liable for the offence. If the offence was committed by a company it can be punished only if the company is prosecuted. But instead of prosecuting the company if a payee opts to prosecute only the persons falling within the second or third category the payee can succeed in the case only if he succeeds in showing that the offence was actually committee by the company. In such a prosecution the accused can show that the company has not committed that offence, though such company is not made an accused, and hence the prosecuted accused is not liable to be punished. The provisions do not contain a condition that prosecution of the company is sine qua non for prosecution of the other persons who fall within the second and the third categories mentioned above. No doubt a finding that the offence was committed by the company is sine qua non for convicting those other persons. But if a company is not prosecuted due to any legal snag of otherwise, the other prosecuted persons cannot, on that score alone, escape from the penal liability created through the legal fiction envisaged in Section 141 of the Act. Suffice it to say that the same principles have been laid down in 1997 (2) ALT (Cri.) 738 (supra) by this Court. Suffice it to say that the same principles have been laid down in 1997 (2) ALT (Cri.) 738 (supra) by this Court. It is also observed in a decision (supra) rendered by this Court at para 5 as follows: para 5:"from a reading of Section 141 of the Act it will be evident that if the person committing an offence under Section 138 is a company, then every person, who at the time the offence was committed was in-charge of and was responsible to the company for conducting its business, shall be deemed to be guilty as also the company itself, of the offence and both of them shall be liable to be proceeded against the punished accordingly. It is the proviso which really gives defence to a person, who in in-charge of and responsible to the company for conduct of the business. The proviso says that any person, who proves that the offence was committed without his knowledge or if he proves that he exercised all due diligence to prevent commission of such offence would not be liable for punishment even if he is in-charge of and responsible to the company for the conduct of the business. The section nowhere says that the prosecution shall always be against the company along with, the person in-charge of and responsible to the conduct of the business of the company. Therefore, their liability is dependent. Each of them is independently liable for punishment. As this is the true purport of the section, the court fails to understand as to how it can be urged that the prosecution has to be against both to make it maintainable. When the liability is of each one of them it is perfectly permissible that both can be prosecuted jointly or only one can be prosecuted or both can be prosecuted. "all the above aspects have been considered by this Court in a decision (supra) at para 18 and it reads as follows: para 18:"a plain reading of Section 58-A (6) (b) of the Act would make it clear that it does not contain a condition that the prosecution of the company is sine qua non for prosecution of every officer of the company who is in default. No doubt, a finding that the offence was committed by the company is sine qua non for convicting every officer of the company who is in default. No doubt, a finding that the offence was committed by the company is sine qua non for convicting every officer of the company who is in default. In the absence of a finding that the offence was committed by the company, the officers of the companyalone cannot be convicted. Such findings can be recorded even in the absence of the company being arrayed as an accused in the complaint. It shall always be open to the officers of the company to plead and take defence and contend that the company itself has not committed the alleged offence even in the absence of the company being impleaded as one of the accused. "in view of the principles laid down in a decision rendered by the Supreme Court, the decision rendered by this Court (supra) cannot be treated as good law. In view of the supreme Court decision, I find that the complaint is maintainable against the directors and prosecution of a company is not sine qua non. In that view of the matter, I respectfully disagree with the contention of the learned Counsel for the petitioners. ( 5 ) COMING to the aspect of tendering of the amount, it require appreciation of evidence which can be decided at the time of hearing. The principles mentioned in the decision (supra) cannot be followed since the same cannot be culled out from the provisions of Sections 138, 141 and 142 of n. I. Act. It is not stated under Section 142 of n. I. Act that if an amount is tendered during the pendency of the criminal complaint and the complainant refuses to accept, no conviction can be given against the accused. Such a principle cannot be culled out from the provisions of Sections 138 and 141 of N. I. Act. The language of Sections 138 and 141 of n. I. Act is express and explicit and does not admit of any doubt. It may be a consideration for taking lenient view while awarding punishment and that cannot be a ground for totally giving a clean chit to the accused and discharge from the penal action contemplated under Section 141 of N. I. Act. In that view of the matter, I respectfully disagree with the principles laid down in the decision (supra) by this Court which are not in accordance with the provisions of Sections 138,141 and 142 of N. I. Act. In that view of the matter, I respectfully disagree with the principles laid down in the decision (supra) by this Court which are not in accordance with the provisions of Sections 138,141 and 142 of N. I. Act. I am of considered opinion that offering of the amount during the pendency of a case does not absolve any penal action as contemplated under Sec. 141 of N. I. Act. It is a different case where both parties are prepared to compound the offence. In any view of the matter, the lower court is directed to look into such matters where the amount is offered and use the services of Lok Adalat for rendering quick justice, if the offence is compoundable. There is no illegality in taking cognizance of the offence against the petitioners. It is a fit case where inherent powers cannot be exercised in view of my findings stated supra. Moreover, the 1st petitioner being drawer of the cheque is always liable for the offence charged for the above reasons. ( 6 ) IN the result, this criminal petition is dismissed.