I.A.Ansari, J.:- This is an application, made under Sec­tion 482 Cr.PC., seeking to get set aside the order, dated 07.08.2008, passed by a learned Judicial Magistrate, Guwahati, in CR Case No.7889c/2007, whereby the learned Judi­cial Magistrate, having taken cognizance of offences under Sections 420 and 409 read with Section 34 IPC, directed issuance of process to, amongst others, the present ac­cused-petitioners, the petitioner No. 1 being the accused No.1 and the petitioner No.2 being accused No.2 in the complaint case aforementioned. 2. I have heard Ms. M. Hazarika, learned Senior counsel, for the accused-petitioners, and Mr. U. Bhuyan, learned counsel, appear­ing on behalf of the complainant-opposite party. 3. Before entering into the contents of the complaint and determining the question as to whether the complaint discloses commission of any offence, it is imperative to point out, at the very outset, that the accused-petitioner No. 1, namely, Mahindra and Mahindra Fi­nancial Service Ltd., (hereinafter referred to as 'the accused company') is, admittedly, a company registered under the Companies Act, 1956, which finances purchase of vehicles, and the accused-petitioner No.2 is its Man­aging Director. As far as the remaining ac­cused persons, against whom processes have been directed to be issued, are concerned, they are not petitioners in the present pro­ceeding. 4. The complainant's case may, in brief, be described thus: In the month of April, 2003, agents and representatives of the ac­cused company approached the complainant with various schemes of financing, as regards purchase of vehicles, on the basis of hire-purchase agreement. Induced by accused Nos.2 and 3, namely, Managing Director and Branch Manager of the accused company respec­tively, the complainant entered into a hire-purchase agreement with the accused com­pany, on 20.06.2003, for purchase of one Indigo LX Black (Diesel) vehicle at a total cost of Rs.5,19,580/-. An agreement was accordingly executed on 20.06.2003. Out of the said total cost of Rs.5,19,580/-,'an amount of Rs.2,06,083/- was the own invest­ment of the complainant and the balance amount of Rs.3,14,000/- was in the form of loan from the accused company. In terms of the agreement, the entire loan was to be re­paid within a period of 36 months, the total repayable amount, including interest, being Rs.4,72,000/-. Out of the said total cost of Rs.5,19,580/-,'an amount of Rs.2,06,083/- was the own invest­ment of the complainant and the balance amount of Rs.3,14,000/- was in the form of loan from the accused company. In terms of the agreement, the entire loan was to be re­paid within a period of 36 months, the total repayable amount, including interest, being Rs.4,72,000/-. In the month of January, 2006, accused No. 3, namely, Branch Man­ager of the accused company, asked the com­plainant to execute a fresh agreement for a further period of three years in respect of the balance amount payable by the complainant. The complainant accordingly entered into a fresh agreement on 23.01.2006. By the time the agreement, dated 23.01.2006, was ex­ecuted, an amount of Rs.3,23,200/- had al­ready been repaid by the complainant. How­ever, on 24.03.2006, the accused No.4, who is an agent of the accused company, seized the vehicle, on the street, at the time, when the minor daughter of the complainant, along with his elder brother, was travelling in the said vehicle. When the complainant went to bring the vehicle, accused No.4 replied that he was acting under the instructions of the accused No.2, namely, Managing Director of the accused company. The complainant was further asked by accused No.4 to pay Rs. 1,00,000/- within five days to be able to take back the vehicle. Having been left with no alternative, the complainant, on 28.03.2006, paid Rs.1,00,000/-. However, the complainant was asked to wait for some more time on the ground that certain formali­ties were required to be completed. Eventu­ally, the complainant was served with a letter, dated 08.06.2006, issued by the Branch Manager of the accused company, whereby the complainant was asked to pay the bal­ance dues within a period of three days and take delivery of the vehicle or else, the ve­hicle would be disposed of. When the com­plainant went to bring the vehicle, he came to learn that the accused had already sold the vehicle by holding auction. The accused have, thus, resorted to 'cheating' for making wrong­ful gain and, in the process, caused wrongful loss to the complainant inasmuch as they in­duced the complainant to enter into a fresh agreement, but they auctioned the vehicle. 5. Appearing on behalf of the accused-petitioners, it has been submitted by Ms. The accused have, thus, resorted to 'cheating' for making wrong­ful gain and, in the process, caused wrongful loss to the complainant inasmuch as they in­duced the complainant to enter into a fresh agreement, but they auctioned the vehicle. 5. Appearing on behalf of the accused-petitioners, it has been submitted by Ms. Hazarika, learned Senior counsel, that the complaint, when read as a whole, does not disclose commission of any offence by any of the accused named in the complaint inasmuch as the complainant had voluntarily entered into an agreement on 20.06.2003 and obtained a sum of Rs.3,14,000/- as loan, which was payable with interest within a period of three years. It is pointed out by Ms. Hazarika that the complainant took delivery of the vehicle on 23.06.2003 and the sale certificate as well as Registration Certificate, issued by the Motor Vehicular Department, clearly indicate that the vehicle stood hypothecated to the accused company. It is also pointed out by Ms. Hazarika that the complainant become a habitual defaulter inasmuch as several cheques, issued by the complainant, were dishonoured by the bank due to insufficiency of fund and despite several visits made to the complainant by the representatives of the ac­cused company, the habitual default of the complainant towards repayment of his loan continued. Having been left with no other al­ternative and acting upon the terms of the agreement of loan, the accused company, according to Ms. Hazarika, took possession of the vehicle on 23.04.2006. On possession of the vehicle having been taken by the ac­cused company, the complainant, according to Ms. Hazarika, made some part payment and assured the accused company to repay the remaining amount by 30.04.2006, but payment was not made and the vehicle was surrendered to the accused company. It is further pointed out by Ms. Hazarika that a letter was issued by the accused company, on 08.06.2006, to the complainant request­ing the latter to take back the vehicle by pay­ing entire outstanding dues within a period of three days and the complainant was also in­formed that in the event of failure of the com­plainant to pay the outstanding dues within the period aforementioned, the vehicle would be disposed of. This letter, according to Ms. Hazarika, was duly received by the complain­ant, but the complainant did not make pay­ment of the outstanding dues. The accused company, then, contends Ms. This letter, according to Ms. Hazarika, was duly received by the complain­ant, but the complainant did not make pay­ment of the outstanding dues. The accused company, then, contends Ms. Hazarika, is­sued a notice, on 27.06.2006, to the com­plainant directing the complainant to pay the outstanding dues within five days and informing the complainant that on the failure of the complainant to repay the entire outstanding dues within five days, the vehicle would be disposed of to realize the outstanding dues, but the complainant avoided receipt of the said notice. Hence, instead of making repayment and obtaining the vehicle, the complain­ant, after the vehicle had already stood sold by auction, lodged the present complaint making false and frivolous allegations. 6. It is also contended by Ms. Hazarika that the dispute, if any, between the parties concerned is a dispute of civil nature and the action taken, on the basis of the complaint, in question, is abuse of the process of law. Hence, the complaint may be quashed so far as the accused company (i.e., the petitioner No.1) and its Managing Director (i.e., the petitioner No.2) are concerned. 7. Controverting the submissions made on behalf of the accused-petitioners, Mr. Bhuyan, learned counsel, has submitted that the facts stated in the complaint, if considered in their correct prospective, clearly show that the accused persons, named in the complaint, had committed offences under Sections 420 and 409 read with Section 34 IPC. This apart, the accused petitioner No.2, according to Mr. Bhuyan, being Managing Director of the ac­cused company, is liable for prosecution for the offences aforementioned inasmuch as the accused company can be clearly seen to have, in the facts and attending circumstances of the present case, committed the offences aforementioned. In support of his submissions, Mr. Bhuyan has placed reliance on SMS Phar­maceuticals Ltd. Vs. Neeta Bhalla & Anr. reported in (2007) 4 SCC 70 . 8. Before entering into the merit of this criminal petition, it is necessary to point out that the law with regard to quashing of criminal complaint or FIR is no longer res integra. A catena of judicial decisions has settled the position of law on this aspect of the matter. I may refer to the case of R. P. Kapoor Vs. Before entering into the merit of this criminal petition, it is necessary to point out that the law with regard to quashing of criminal complaint or FIR is no longer res integra. A catena of judicial decisions has settled the position of law on this aspect of the matter. I may refer to the case of R. P. Kapoor Vs. State of Punjab ( AIR 1960 SC 866 ), wherein the question, which arose for consideration was whether a first information report can be quashed under section 561A of the Code of Criminal Procedure, 1898. The Court held, on the facts before it, that no case for quash­ing of the proceeding was made out; Gajendragadkar, J, speaking for the Court, however, observed that though, ordinarily, criminal proceedings, instituted against an accused, must be tried under the provisions of the Code, there are some categories of cases, where the inherent jurisdiction of the Court can and should be exercised for quash­ing the proceedings. One such category, ac­cording to the Court, consists of cases, where the allegations in the FIR or the complaint, even if they are taken at their face value and accepted in their entirety, do not constitute the offence alleged; in such cases, no question of appreciating evidence arises and it is a matter merely of looking at the FIR or the complaint in order to decide whether the of­fence alleged is disclosed or not. In such cases, said the Court, it would be legitimate for the High Court to hold that it would be manifestly unjust to allow the process of the criminal court to be issued against the ac­cused. From the case of R.P.Kapoor (supra), it becomes abundantly clear that when a mere look into the contents of a complaint or FIR shows that the contents thereof, even if taken at their face value and accepted to be true in their entirety, do not disclose commission of offence, the, complaint or the FIR, as the case may be, shall be quashed. 9. As a corollary to what has been discussed above, it is also clear that if the contents of a complaint or an FIR constitute offence, such a complaint or FIR cannot be quashed except where the complaint or the FIR is, otherwise also, not sustainable in law. 10. 9. As a corollary to what has been discussed above, it is also clear that if the contents of a complaint or an FIR constitute offence, such a complaint or FIR cannot be quashed except where the complaint or the FIR is, otherwise also, not sustainable in law. 10. Laying down the scope of interference by the High Court in matters of quashing of FIR or complaint, the Apex Court, in the lead­ing case of State of Haryana and Ors. Vs Bhajanlal & Ors., reported in 1992 Supp (1) SCC 335, observed as follows :- "102. In the backdrop of the interpretation of the various relevant provisions of the Code under Chapter XIV and of the principles of law enunciated by this Court in a series of deci­sions relating to the exercise of the extraordi­nary power under Article 226 of the inherent powers under section 482 of the Code, which we have extracted and reproduced above, we give the following categories of cases by way of illustration, wherein such power could be exercised either to prevent abuse of the pro­cess of the any Court or otherwise to secure the ends of justice, though it may not be pos­sible to lay down any precise, clearly defined and sufficiently channelised and inflexible guidelines of rigid formulae and to give an ex­haustive list of myriad kinds of cases, wherein such power should be exercised :- (1) Where the allegations made in the First Information Report or the complaint, even if they are taken at their face value and accepted in their entirely, do not prima facie constitute any offence or make out a case against the accused. (2) Where the allegations made in the First Information Report and other materials, if any, accompany ing the FIR do not disclose a cogni­zable offence justifying an investigation by police officers under Section 156(1) of the Code except under an order of a Magistrate within the purview of section 155(2) of the Code. (3) Where the uncontroverted allegations made in the FIR or complaint and evidence col­lected in support of the same do not disclose the commission of any offence and make out a case against the accused. (3) Where the uncontroverted allegations made in the FIR or complaint and evidence col­lected in support of the same do not disclose the commission of any offence and make out a case against the accused. (4) Where the allegation in the FIR do not constitute a cognizable offence but constitute only a non-cognizable offence, no investiga­tion is permitted by a police officer without an order of a Magistrate as contemplated under Section 155(2) of the Code. (5) Where the allegations made in the FIR or complaint are so absurd and inherently improb­able on the basis of which no prudent person can ever reach a just conclusion that there is sufficient ground for proceeding against the ac­cused. (6) Where there is an express legal bar en­grafted in any of the provisions of the Code or the concerned act (under which criminal pro­ceeding is instituted) to the institution and con­tinuance of the proceedings and/or where there is a specific provision in the Code or the con­cerned Act providing efficacious redress for the grievance of the aggrieved party. (7) Where a criminal proceeding is mani­festly attended with mala fide and/or where the proceeding is maliciously instituted with an ul­terior motive for wreaking vengeance of the ac­cused and with a view to spite him due to pri­vate and personal private grudge". (Emphasis is added) 11. In the case of Bhajanlal (supra), the Apex Court gave a note of caution on the powers of quashing of criminal proceeding in the following words: "103. We also give a note of caution to the effect that the power of quashing a criminal pro­ceeding should be exercised very sparingly and with circumspection and that too in the rarest of rare cases; that the Court will not be justified in embarking upon an enquiry as to the reliabil­ity or genuineness or otherwise of the allega­tions made in the FIR or the complaint and that the extra ordinary or inherent powers do not confer an arbitrary jurisdiction on the Court to act according to its whim or caprice." (Emphasis is added). 12. 12. It is clear from a close reading of the principles laid down in the case of R.P.Kapoor (supra) and Bhajanlal (supra) that broadly speaking, quashing of a First In­formation Report or a complaint is possible (a) when the allegations made in the First In­formation Report or the complaint, even if taken at their face value and accepted in their entirely as true, do not prima facie constitute any offence or make out a case against the accused; (b) when the uncontroverted alle­gations made in the FIR or complaint and evidence collected in support of the same do not disclose the commission of any offence and/or make out a case against the accused; and (c) when the allegations made in the FIR or complaint are so absurd and inherently improbable that on the basis of such absurd and inherently improbable allegations, no pru­dent person can ever reach a just conclusion that there is sufficient ground for proceeding against the accused. 13. Having clarified the position of law with regard to the quashing of complaint, what, now, needs to be pointed is the difference between the offence of'cheating' and the offence of 'criminal breach of trust', for, cogni­zance, in the present case, has been taken of the offences punishable under Sections 420 and 409 IPC. 14. In "criminal breach of trust", an ac­cused comes into possession of a property or acquires dominion over a property hon­estly and bona fide, but he develops dishon­est intention subsequent to the taking posses­sion of, or subsequent to having acquired the dominion over, the property and, having de­veloped such dishonest intention, he dishon­estly misappropriates or converts to his own use the property or dishonestly uses or dis­poses of the property in violation of any di­rection of law prescribing the mode in which such trust is to be discharged, or of any legal contract, express or implied, which he has made touching the discharge of such trust, or willfully suffers any other person so to do. 15. 15. Thus, in "criminal breach of trust", the intention of the accused cannot be dishonest or mala fide at the time, when he comes into possession of the property or comes to acquire dominion over the prop­erty; but, having come into possession of, or having acquired dominion over, the property, the accused develops dishonest intention and actuated by such mens rea, he converts to his own use the property or dishonestly uses or disposes of the property in violation of any direction of law prescribing the mode in which such trust is to be discharged, or of any legal contract, express or implied, which he has made touching the discharge of such trust, or willfully suffers any other person so to do. 16. Contrary to what happens in "crimi­nal breach of trust", the intention of the ac­cused, in a case of "cheating", is dishonest from the very commencement of the transac­tion. There is really no consent by the per­son, who is intentionally induced by decep­tion to deliver the property or allow any per­son to retain the property or is intentionally induced, as a result of deception, to do or omit to do anything, which he would not do or omit to do if he were not so deceived, and which act or omission causes or is likely to cause damage or harm to that person in body, mind, reputation or property. In short, thus, while in "criminal breach of trust", the ac­cused comes into possession of the property without dishonest intention and develops dis­honest intention subsequent to his coming into possession of the property, the offence of 'cheating' is one, wherein the accused has dishonest intention from the very commence­ment of the transaction. 17. In the light of the distinction, which exist between an offence of'criminal breach of trust' and an offence of' cheating', it becomes clear that if a person is accused of having committed an offence of'criminal breach of trust', he cannot, on the same facts and in the same breath, be accused to have committed the offence of'cheating' too. In the present case, the learned Magistrate has taken cog­nizance of offences under both penal provi­sions, namely, Section 420 and 409 IPC. Having taken cognizance of both the offences aforementioned, the learned Magistrate has accordingly directed issuance of processes. In the present case, the learned Magistrate has taken cog­nizance of offences under both penal provi­sions, namely, Section 420 and 409 IPC. Having taken cognizance of both the offences aforementioned, the learned Magistrate has accordingly directed issuance of processes. This reflects non-application of mind inasmuch as the accused must know as to whether he is summoned to defend himself against the accusation of 'criminal breach of trust' or 'cheating', for, he cannot be, in one and the same breath, be accused of having commit­ted both the said offences. 18. Coupled with the discussions held above, though prosecution of a corporate body, in the light of the law, as discussed in Criminal Petition No. 250/2007 (R.S. Sodhi & Anr. Vs. Partha Pratim Saikia), decided on 03.09.2009 reported in 2009 (4) GLT 685, may be possible for offence of 'criminal breach of trust' and/or for offence of 'cheating', the fact remains that a corporate body cannot be prosecuted for the said offences unless mens rea is shown to exist in such human mind, which has the control of the company and whose will is the will of the company. 19. In the present case, the complainant is completely silent, he makes no accusation and identifies no such natural person, who had criminal intent and whose criminal intent is at­tributable to the accused company. In this regard, it has been contended by Mr. Bhuyan that since the accused No.2 is the Managing Director of the accused company, accused No.2 is liable for prosecution for offences of 'cheating' and 'criminal breach of trust', which the company is alleged to have committed. In view of the fact that the complainant has not made any accusation, in the complaint, to show that the present accused company can be prosecuted for the offence of' cheating' or 'criminal breach of trust', it logically fol­lows that when the company cannot be held responsible, its Managing Director cannot be made vicariously liable for the offence of 'cheating' or 'criminal breach of trust'. 20. As far as the case of SMS Pharma­ceuticals Ltd. (supra), relied upon by Mr. Bhuyan, is concerned, it is a case under the Negotiable Instruments Act, which makes specific provisions for vicarious criminal li­ability of a person in charge of, and respon­sible to, a company for the conduct of the business of the company. No such provision has been made under the Indian Penal Code. Bhuyan, is concerned, it is a case under the Negotiable Instruments Act, which makes specific provisions for vicarious criminal li­ability of a person in charge of, and respon­sible to, a company for the conduct of the business of the company. No such provision has been made under the Indian Penal Code. Be that as it may, and as already pointed out above, referring to a three-Judge Bench de­cision, in SMS Pharmaceuticals Ltd. V. Neeta Bhalla & Anr. reported in (2007) 4 SCC 70 , Mr. U. Bhuyan, learned counsel, appearing for the complainant-opposite party, has submitted that the petitioner No.2, in this Criminal Petition, is the Managing Director of the accused company and, being Manag­ing Director of the company, he must be held responsible for the offence(s), which his company has committed. 21. Before entering into the discussion of the law laid down in SMS Pharmaceuticals Ltd. (supra), it needs to be noted that the decision, in SMS Pharmaceuticals Ltd. (supra), was rendered on a reference being made for determination of the following questions: "(a) whether for purposes of Section 141 of the Negotiable Instruments Act, 1881, it is suf­ficient if the substance of the allegation read as a whole fulfill the requirements of the said sec­tion and it is not necessary to specifically state in the complaint that the, persons accused was in charge of, or responsible for, the conduct of the business of the company. (b) whether a director of a company would be deemed to be in charge of, and responsible to, the company for conduct of the business of the company and, therefore, deemed to be guilty of the offence unless he proves to the contrary. (c) even if it is held that specific averments are necessary, whether in the absence of such averments the signatory of the cheque and or the Managing Director of Joint Managing Di­rector, who, admittedly, would be in charge of the company and responsible to the company for conduct of its business, could be proceeded against." 22. As the three-Judge Bench, in SMS Pharmaceuticals Ltd. (supra), has answered the question (c) in the affirmative, Mr. Bhuyan, learned counsel, contends that even in the present case, wherein the accused company is alleged to have committed offences under Sections 420 and 409 IPC, the petitioner No.2, being the Managing Director of the said company, shall be held liable. 23. As the three-Judge Bench, in SMS Pharmaceuticals Ltd. (supra), has answered the question (c) in the affirmative, Mr. Bhuyan, learned counsel, contends that even in the present case, wherein the accused company is alleged to have committed offences under Sections 420 and 409 IPC, the petitioner No.2, being the Managing Director of the said company, shall be held liable. 23. While considering the case of SMS Pharmaceuticals Ltd. (supra), it may be noted that no one can be held criminally liable for an act of another unless this general rule is deviated from by making statutory provisions). In other words, the normal rule, as observed, in SMS Pharmaceuticals Ltd. (supra), is that an accused cannot be made vicariously liable unless an exception, in this regard, is made specifically by statutes ex­tending liability to persons, apart from those, who can commit the offence. This is what has been precisely pointed out, even in Maksud Saiyed (supra) and S .K. Alagh (su­pra). The decision, in SMS Pharmaceuticals Ltd. (supra), therefore, clarifies that unless there are statutory provisions making a per­son vicariously liable for an act of another, no such vicarious liability can be fastened on the person, other than the one, who has commit­ted the acts of omission or commission, which constitute an offence. 24. Having clarified the above position of law, the three-Judge Bench, in SMS Pharmaceuticals Ltd. (supra), interpreted the pro­visions, contained in the Negotiable Instru­ments Act, 1881 (in short, the 'N.I. Act'), particularly, Section 141 thereof, to determine whether a managing director of a company can be held liable under Section 141 if a cheque is dishonoured by the banker of the company for non-sufficiency of fund. It has been, once again, clarified, in SMS Pharma­ceuticals Ltd. (supra), that a company, being a juridical person, cannot but act through oth­ers. Therefore, under the N.I. Act, the offic­ers of a company, who are responsible for the acts done in the name of the company, are sought to be made personally liable for the act, which result in criminal action being taken against the company. The N.I. Act, points out the Apex Court, in SMS Pharma­ceuticals Ltd. (supra), makes every person, who, at the relevant time of commission of the offence, was in-charge of, and was re­sponsible to, the company for the conduct of the business of the company, liable for the offence along with the company. The N.I. Act, points out the Apex Court, in SMS Pharma­ceuticals Ltd. (supra), makes every person, who, at the relevant time of commission of the offence, was in-charge of, and was re­sponsible to, the company for the conduct of the business of the company, liable for the offence along with the company. The pro­viso to the sub-Section (1) of Section 141 contains an escape route for persons, who are, otherwise, liable if such a person can prove that the offence was committed with­out his knowledge or that the offence was committed despite the fact that he had exer­cised all due diligence to prevent commission of the offence. The relevant observations, made at paragraph 5, in this regard, read as under: "5......The normal rule in the cases involv­ing criminal liability is against vicarious liability, that is, no one is to be held criminally liable for an act of another. This normal rule is, how­ever, subject to exception on account of specific provision being made in statutes extend­ing liability to others. Section 141 of the Act is an instance of specific provision which in case an offence under Section 138 is committed by a Company, extends criminal liability for dishonour of cheque to officers of the Com­pany. Since the provision creates criminal li­ability, the conditions have to be strictly com­plied with. The conditions are intended to en­sure that a person, who is sought to be made vicariously liable for an offence of which the principal accused is the Company, had a role to play in relation to the incrimination act and fur­ther that such a person should know what is attributed to him to make him liable. In other words, persons who had nothing to do with the matter need not be roped in. A company being a juristic person, all its deeds and functions are result of acts of others. Therefore, officers of a company, who are responsible for acts done in the name of the company, are sought to be made personally liable for acts, which result in crimi­nal action being taken against the company. It makes every person who, at the time the of­fence was committed, was in-charge of, and was responsible to the company for the conduct of business of the company, as well as the com­pany, liable for the offence. It makes every person who, at the time the of­fence was committed, was in-charge of, and was responsible to the company for the conduct of business of the company, as well as the com­pany, liable for the offence. The proviso to the sub-Section contains an escape route for per­sons who are able to prove that the offence was committed without their knowledge or that they had exercised all due diligence to prevent commission of the offence." 25. In SMS Pharmaceuticals Ltd. (supra), it has been clarified that the officers, responsible for conducting the affairs of a company, are, generally, referred to as directors, man­agers, secretaries, managing director, etc. Dealing with the role of directors, the Court has observed, in paragraph 10 of its judg­ment, as under: "10. There is a whole chapter in the Compa­nies Act on directors, which is Chapter II, Sec­tion 291 to 293 refer to powers of Board of Di­rectors. A perusal of these provisions shows that what a Board of Directors is empowered to do in relation to a particular company depends upon the role and functions assigned to Direc­tors as per the Memorandum and Articles of Association of the company. There is nothing, which suggests that simply by being a director in a company, one is supposed to discharge particular functions on behalf of a company. It happens that a person may be a director in a company but he may not know anything about day-to-day functioning of the company. As a director he may be attending meetings of the Board of Directors of the Company where usu­ally they decide policy matters and guide the course of business of a company. It may be that the Board of Directors may appoint sub-com­mittee consisting of one or two directors out of the Board of the company who may be made responsible for day-to-day functioning of the company. These are matters which form part of resolutions of Board of Directors of the com­pany. Nothing is oral. What emerges from this is that the role of a director in a company is question of fact depending on the peculiar facts in each case. There is no universal rule that a director of a company is in-charge of its every day affair. Nothing is oral. What emerges from this is that the role of a director in a company is question of fact depending on the peculiar facts in each case. There is no universal rule that a director of a company is in-charge of its every day affair. We have discussed about the pos­session of a director in a company in order to illustrate the point that there is no magic as such in a particular work, be it Director, Manager or Secretary. It shall depend upon respective roles assigned to the officers in a company. A com­pany may have Managers or Secretaries for dif­ferent departments, which means, it may have more than one Manager or Secretary. These officers jnay also be authorized to issue cheques under their signatures with respect to affairs of their respective department. Will it be possible to prosecute a secretary of department - B re­garding a cheque issued by the Secretary of department - A which is dishonoured ? The Secretary of department- B may not be know­ing anything about issuance of the cheque in question. Therefore, mere use of a particular designation of an officer without more, may not be enough by way of averment in a complaint. When the requirement in Section 141, which extends the liability to officers of a company, is that such a person should be in-charge of, and responsible to, the company for conduct of business of the company, how can a person be subjected to liability of criminal prosecution without it being averred in the complaint that he satisfies those requirements ? Not every person connected with a company is made liable under Section 141. Liability is cast on per­sons, who may have something to do with the transaction complained of. A person, who is in-charge of and responsible for conduct of busi­ness of a company, would naturally know why the cheque, in question, was issued and why it got dishonoured." 26. From the observations made above, it is clear that simply because of the fact that a person has been functioning as a director, manager or secretary of a company, he can­not be made vicariously liable for the act done by the company, for, it will depend upon the role, which such a man is assigned by the company. From the observations made above, it is clear that simply because of the fact that a person has been functioning as a director, manager or secretary of a company, he can­not be made vicariously liable for the act done by the company, for, it will depend upon the role, which such a man is assigned by the company. This apart, the vicariously liability, which is sought to be extended to a company's officers, will not arise until the time the statute provides therefor. I must point out that the concept of vicarious liability, in respect of of­fences punishable under Sections 406 and/or 420IPC (which we are concerned with) has not even been conceived of. 27. For academic interest, it may be pointed out that the three-Judge Bench, in SMS Pharmaceuticals Ltd. (supra), has held that the managing director or joint-managing director, who is, admittedly, in charge of, and responsible to, the company for the conduct of the business of the company, would, by virtue of his office, be treated as the person, who is in charge of, and responsible to, the company for the conduct of the business of the company. In such circumstances, his pros­ecution, under Section 141 N.I. Act, is pos­sible unless they can be shown that the of­fence was committed without his knowledge, or that he had exercised all due diligence to prevent the commission of such offence. The Indian Penal Code does not, however, make any such provisions as regards vicarious li­ability of the functionaries of a corporate body; hence, the decision, rendered in SMS Pharmaceuticals Ltd. (supra), is wholly inappli­cable to the facts of the present case. 28. Be that as it may, what, now, needs to be pointed out is that in terms of the agreement, in question, executed by the parties concerned, the accused company was, ad­mittedly, authorized to take possession of the vehicle if there was default in making repay­ment of the loan amount. It is also not in dis­pute that the accused company was also au­thorized, in terms of the agreement, in ques­tion, to dispose of the vehicle for realization of its dues. In the light of these admitted facts, when the contents of the complaint, in ques­tion, are scrutinized, it clearly transpires that even according to the complainant, complete repayment of loan, in terms of the agreement, had not taken place. In the light of these admitted facts, when the contents of the complaint, in ques­tion, are scrutinized, it clearly transpires that even according to the complainant, complete repayment of loan, in terms of the agreement, had not taken place. In fact, there is not even a whisper in the complaint that repayment had been made by the complainant consistent with the terms of the loan. Hence, the fact that there was default on the part of the complainant in honouring the terms of the agreement, in ques­tion, is not in dispute. In such circumstances, the accused petitioners cannot be said to have cheated the complainant inasmuch as the agreement, whereunder the complainant had received the money, cannot be said to be an illegal or fraudulent agreement and, when, on the failure of the complainant to repay dues in consonance with the terms of the agree­ment of loan, the vehicle was taken posses­sion of by the accused company, the accused company cannot be said to have received possession of the vehicle by deception or fraudulent means. By no means, therefore, the accused company can be said to have com­mitted offence of 'cheating'. So far as the of­fence of 'criminal breach of trust' is concerned, it is imperative to note that the complainant, nowhere, claims that he either entrusted the vehicle or any money with the accused com­pany or its authorized agents or representa­tives inasmuch as the vehicle was, admittedly, taken possession of by the accused company and as far as the payments of money were concerned, the same were made by the com­plainant against his own outstanding dues. The complainant was, even according to the com­plaint, a defaulter and, in such circumstances, the mere fact that the accused-petitioners had taken possession of the vehicle and disposed of the same, in terms of the loan agreement, cannot be stretched to hold, even tentatively, that the accused company has committed of­fence of' criminal breach of trust'. 29. In the result and for the reasons dis­cussed above, the order, dated 07.08.2008, cannot, to the extent that it directs issuance of processes against the two accused-petitioners, be sustained and the same shall ac­cordingly stand set aside and quashed.