ORDER : Rathnakala, J. 1. The petitioner filed a complaint against the respondents in respect of the offence under Section 138 of the Negotiable Instruments Act, 1881 ('the Act' for brevity). His allegation was, he lent a loan of Rs. 25,00,000/- by way of cheque to the accused persons (Company registered under the Companies Act and its Directors), on the accused executing a Promissory Note on 15.8.2012 agreeing to repay the amount with interest @ 2% per annum. When he demanded for the repayment of the amount, accused paid him Rs. 12,50,000/- towards part payment of the loan and in respect of the remaining Rs. 12,50,000/- and the accrued interest, they issued two cheques for a sum of Rs. 12,50,000/- The cheques when presented dishonoured with the endorsement "funds insufficient". In respect of the above said amount, they have given personal guarantee. The complainant issued a demand notice. Same is served on them. The first accused being the Company, accused Nos. 2 to 6 being its Directors actively involved in the day-to-day transaction of the Company are liable to comply the demand. They have not replied to the notice nor repaid the amount thereby committed an offence under Section 138 of the Act. 2. After presentation of the complaint, on recording the sworn statement of all the accused, the learned Magistrate ordered to register the criminal case and ordered summons against them. The accused approached the Sessions Court by way of revision challenging the summons ordered against them. The learned Revisional Court vide its considered judgment allowed the revision petition and set aside the order whereby summons was issued against accused Nos. 3 to 6. Aggrieved by the said order, the complainant is before this Court. 3. Sri K.S. Chandrahasa, learned Counsel appearing for the petitioner submits that, the contention of the accused before the Revisional Court was that they cannot be prosecuted on the basis of vicarious liability. They are independent Directors of the first accused/Company, wherefore, independent of the Management of the Company also. Their role is only to the extent of scrutinizing the performance of the Management, but they have no role in day-to-day management of the Company. The notarized copy of Form No. 32 discloses that they are independent Directors and cannot be brought under the ambit of Section 141 of the Act. Their role is only to the extent of scrutinizing the performance of the Management, but they have no role in day-to-day management of the Company. The notarized copy of Form No. 32 discloses that they are independent Directors and cannot be brought under the ambit of Section 141 of the Act. The above contention was a matter of defence, which had to be established during trial. The second respondent executed a Promissory Note and the consideration receipt as the authorized signatory of the first accused/Company. There is clear averment in the complaint about the active role of the respondents in the day-to-day transaction of the Company. When there is pleading sufficient to make out an offence against the accused complying with the provisions of Section 141 of the Act, summons ordered against the accused cannot be challenged. Despite receipt of the legal notice, they did not reply. Hence, the order of the Sessions/Revisional Court is liable to be quashed. 4. In reply, Sri C.S. Nagendra, learned Counsel appearing for respondents-3 to 6 submits that, a bald allegation in the complaint to the effect that, the accused Nos. 3 to 6 are actively carrying on the business and attending to day-to-day affairs of the Company is not sufficient to establish their personal knowledge and involvement in the alleged cheque transaction. The cheque having been signed by the second respondent in his individual capacity, these respondents cannot be prosecuted for the offence under Section 138 of the Act. Reliance is placed on the judgments of the Apex Court reported in (i) AIR 2007 SC 1454 (N.K. Wahi vs. Shekhar Singh and Others; (ii) AIR 2009 SC (Supp) 1726 (Ramrajsingh vs. State of M.P. and Another) and (iii) 2014 ACD 593 (Del) (M/s. Swastik Polyvinyls (P) Ltd. Vs. B.M. Gupta and Others. 5. The relevant portion of Section 141 of the Act, which is vexed in this petition, reads thus: "141. Offences by companies. - (1) If the person committing an offence under section 138 is a company, every person who, at the time the offence was committed, was in chare 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. Provided further that where a person is nominated as a Director of a company by virtue of his holding any office or employment in the Central Government or State Government or a financial corporation owned or controlled by the Central Government or the State Government, as the case may be, he shall not be liable for prosecution under this chapter. (2) ...... " 6. The relevant averments in the complaint of the petitioner as against these accused/respondents read thus: 5. . . . . . Further the accused Nos. 2 to 6 are the Directors responsible for day to day conduct and affairs of accused No. 1 the company. Therefore, all of the accused Nos. 1 to 6 are liable to comply with the demand and also responsible for not keeping sufficient balance in the bank account. 6. . . . . . 7. The complainant submits that, the accused Nos. 2 to 6 are actively carrying on the business under the name and style of M/s. Acropetal Technologies Limited. The accused Nos. 2 to 6 are the Directors; who are attending the day to day affairs of the company and with their knowledge only the above said loan was taken and they gave their personal guarantee to the loan." 8. The accused Nos. 2 to 6 are attending the day to day affairs of the company physically being in the office and hence accused No. 2 to 6 are personally liable for the loan amount. Hence, the accused Nos. 2 to 6 have also committed the offence under the Negotiable Instruments Act." 7. The accused Nos. 2 to 6 are attending the day to day affairs of the company physically being in the office and hence accused No. 2 to 6 are personally liable for the loan amount. Hence, the accused Nos. 2 to 6 have also committed the offence under the Negotiable Instruments Act." 7. The law on the question came up for consideration before the Apex Court in the case of S.M.S. Pharmaceuticals Ltd. v. Neeta Bhalla and Another (2005) 8 SCC 89 : ( AIR 2005 SC 3512 ), wherein on reference, the following questions were considered by a three-Judge Bench of the Apex Court: "(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 person 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 directors or 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." Aforesaid questions were answered thus: "(a) It is necessary to specifically aver in a complaint under Section141 that at the time the offence was committed, the person accused was in charge of, and responsible for the conduct of business of the company. This averment is an essential requirement of Section 141 and has to be made in a complaint. Without this averment being made in a complaint, the requirements of Section 141 cannot be said to be satisfied. (b) The answer to the question posed in sub-para (b) has to be in the negative. Merely being a director of a company is not sufficient to make the person liable under Section 141 of the Act. Without this averment being made in a complaint, the requirements of Section 141 cannot be said to be satisfied. (b) The answer to the question posed in sub-para (b) has to be in the negative. Merely being a director of a company is not sufficient to make the person liable under Section 141 of the Act. A director in a company cannot be deemed to be in charge of and responsible to the company for the conduct of its business. The requirement of Section 141 is that the person sought to be made liable should be in charge of and responsible for the conduct of the business of the company at the relevant time. This has to be averred as a fact as there is no deemed liability of a director in such cases. (c) The answer to Question (c) has to be in the affirmative. The question notes that the managing director or joint managing director would be admittedly in charge of the company and responsible to the company for the conduct of its business. When that is so, holders of such positions in a company become liable under Section 141 of the Act. By virtue of the office they hold as managing director or joint managing director, these persons are in charge of and responsible for the conduct of business of the company. Therefore, they get covered under Section 141. So far as the signatory of a cheque which is dishonoured is concerned, he is clearly responsible for the incriminating act and will be covered under sub-section (2) of Section 141". 8. The view taken by the Apex Court in the subsequent cases i.e., (1) AIR 2007 SC 1454 (N.K. Wahi vs. Shekhar Singh and Others (supra); (2) (2007) 1 SCC (Cri) 621 (Sabitha Ramamurthy and Another vs. R.B.S. Channabasavaradhya); (3) AIR 2009 SC (Supp) 1726 (Ramraj singh vs. State of M.P. and Another) (supra); (4) AIR 2011 SC (Cri) 2259 (K.K. Ahuja vs. V.K. Vora) is consistent with S.M.S. Pharmaceuticals Ltd. (supra). Bald averment in the complaint that accused persons were in-charge and responsible for the conduct of day-today business of the Company is not sufficient to hold the Directors vicariously responsible. There must be specific allegation against the Directors as to how they are in-charge and responsible for conduct of business of the Company. 9. Bald averment in the complaint that accused persons were in-charge and responsible for the conduct of day-today business of the Company is not sufficient to hold the Directors vicariously responsible. There must be specific allegation against the Directors as to how they are in-charge and responsible for conduct of business of the Company. 9. Now getting back to the matrix on hand, the respondents had taken a stand before the Revisional Court that, they being the independent Directors of the Company are merely involved in internal administrative functions of the accused No. 1/Company, but not in the business of the Company. That contention to a certain extent contributes to the allegation in the complaint that, they are attending day-to-day affairs of the Company physically being in the office. In that view of the matter, logical inference is, there is sufficient compliance of the requirement of Section 141(1) of the Act and further contention about their non-involvement in the business and administration, if any, is matter of evidence during the trial. Though the cheque is signed by the second respondent only, the annexed Promissory Note and the consideration receipt are signed by him on behalf of the Company. That makes out a case for issue of summons against all the Directors. In that view of the matter, the order of the Revisional Court in setting aside the issue of summons against accused Nos. 3 to 6 was not proper and liable to be quashed. Petition is allowed. The order dated 23.12.2014 passed in Crl.R.P. No. 226/2014 by the Principal City Civil and Sessions Judge, Bangalore, in setting aside the order of the Trial Court dated 6.3.2014 in C.C. No. 5757/2014 issuing of summons to accused Nos. 3 to 6 is quashed.