Judgment ( 1. ) BEING aggrieved by the order dated 12/10/01 passed by jmfc, Sendhwa in Criminal Case No. 318/07 whereby the cognizance was taken by the learned Trial Court for an offence which is punishable U/s 138 of Negotiable instruments Act (which shall be referred hereinafter as an Act), the present petition has been filed wherein it is prayed that the impugned order and also complaint filed by the respondents be quashed. ( 2. ) SHORT facts of the case are that the respondents filed a private complaint u/s 138 of the Act on 31/08/01 alleging that the respondents are the partners of firm M/s Shri Shankar Cotton Corporation, Sendhwa. It was alleged that petitioner no. 1 M/s Maya Spinners Limited is a company having its head office at Indore. It was alleged that petitioner Nos. 2 to 5 are the managing director and director of the company and are responsible for petitioner No. 1. It was alleged that 16/08/99 petitioners purchased cotton on credit through broker Chothmal Agrawal. It was alleged that the prices of the goods was of Rs. 13,31,630/ -. It was alleged that a cheque of Rs. 50,000/- dated 22/01/01 was issued by the petitioners towards payment of the price of cotton. It was alleged that upon presentation the cheque was not encashed and was returned to the respondents. It was further alleged that inspite of notice of demand the cheque amount was not paid hence petitioners have committed an offence which is punishable U/s 138 of the Act and U/s 420 ipc. It was prayed that after taking cognizance petitioners be punished. After recording of the statement the learned Court below took cognizance of the offence and issued notices to the petitioners, against which the present petition has been filed. ( 3. ) MR. Ashish Gupta, learned counsel for petitioners argued at length and submits that the impugned order passed by the learned Court below whereby the cognizance has been taken against the petitioners is illegal and deserves to be quashed. It is submitted that in the complaint nothing has been stated against the petitioners except the fact that petitioner Nos. 2 to 5 are the Managing Director and Director of petitioner No. 1 Company and are responsible for the company. It is submitted that on the basis of these allegations petitioner Nos. 2 to 5 could not have been prosecuted. It is submitted that in the complaint nothing has been stated against the petitioners except the fact that petitioner Nos. 2 to 5 are the Managing Director and Director of petitioner No. 1 Company and are responsible for the company. It is submitted that on the basis of these allegations petitioner Nos. 2 to 5 could not have been prosecuted. Learned counsel placed reliance on a decision in the matter of Saroj Kumar Poddar Vs. State (NCT of DELHI), Reported in 2007 (3) MPLJ 9 wherein Honble Apex Court has held that every person connected with the company shall not fall within the ambit of the provisions. It is only those persons who were in-charge of and responsible for the conduct of business of the company at the time of commission of an offence, who will be liable for criminal action. It follows from this that if a Director of a company who was not in- charge of and was not responsible for the- conduct of the business of a company at the relevant time, will not be liable under the provision. The liability arises from being in- charge of and responsible for the conduct of business of the company at the relevant time when the offence was committed and not on the basis of merely holding a designation or office in a company. It is submitted that petition filed by the petitioners be allowed arid the proceedings initiated against the petitioners be quashed. ( 4. ) MR. Sunil Jain, learned counsel for respondents submits that in the complaint it has been alleged by the respondents that the petitioner No. 1 is a company and petitioner Nos. 2 to 5 are doing the business in the name of petitioner No. 1 company and are responsible for the act of the company. It is submitted that the allegations made in the complaint which are duly supported by the evidence which were recorded by the learned Trial Court U/s 200 and 202 Cr. P. C. no illegality has been committed by the learned Court below in taking cognizance against the petitioners. It is submitted that petition filed by the petitioners be dismissed. ( 5. ) FROM perusal of the complaint it is evident that in para two of the complaint it is stated that petitioner Nos. 2 to 5 are responsible for petitioner No. 1 company. It is submitted that petition filed by the petitioners be dismissed. ( 5. ) FROM perusal of the complaint it is evident that in para two of the complaint it is stated that petitioner Nos. 2 to 5 are responsible for petitioner No. 1 company. In para three of the complaint it is stated that petitioners purchased cotton and in para four it has been stated that petitioners issued a. cheque of Rs,50,000/- Copy of the cheque is enclosed herewith which has been, duly signed by one of the director of the company. It is no where stated that the cheque has been signed by which of the petitioner. In the matter of NK. Wahi Vs. Shekharsingh, Reported in (2007) 9 SCC 481 wherein Honble apex Court has held that for launching a prosecution against the alleged Directors, there must be a specific allegation in the complaint as to the part played by them in the transaction. It was further observed that allegation should be clear and unambiguous as to how the Directors were in charge and responsible for the conduct of the business of the company. ( 6. ) IN the facts and circumstances of the case where the allegations made in the complaint are not specific, this Court is of the view that learned Court below committed error in taking cognizance against the petitioners. In view of this petition filed by the petitioners is allowed and the impugned order whereby the cognizance was taken by the learned Trial Court is quashed with a direction to the learned trial Court to pass a fresh order after hearing the petitioners keeping in view that the allegations relating to the offence should be clear. ( 7. ) WITH the aforesaid observations, petition stands disposed of. Petition disposed of.