JUDGMENT B.K.NAYAK, J. - In this application under Section 482, Cr.P.C., the petitioner challenges the order dated 05.11.2015 passed by the learned S.D.J.M., Jharsuguda in I.C.C. Case No.422 of 2015 taking cognizance of the offence under Section 138 of the N.I. Act and directing the complainant to take steps for issuance of process for appearance of the accused persons. 2. Opposite Party No.1 as complainant filed aforesaid complaint case against the petitioner and opposite party No.2 and 3. Opposite Party No.2 is the company, which is the principal accused. Opposite Party No.3 is the Managing Director of Opposite Party No.2.The petitioner was arrayed as accused as because she is a Director of the accused-company. The complaint petition was initially filed in the Court of the learned Sub-Divisional Judicial Magistrate, Panposh, Rourkela where the Bank on which the cheques were drawn was located and registered as I.C.C. No.458 of 2015, but subsequently in view of promulgation of Negotiable Instruments (Amendment) Ordinance, 2015, by the Government of India, the learned S.D.J.M., Rourkela passed order returning the complaint to opposite party No.1 (complainant company) for presentation before the appropriate Court having jurisdiction, and accordingly the complaint petition was filed in the Court of learned S.D.J.M., Jharsuguda and registered as I.C.C. Case No.422 of 2015. 3. As per the averments made in the complaint petition, the accused (opposite party No.2) by virtue of an agreement entered into with the complainant-company (opposite party No.1) acted as a stockist of the products manufactured by the complainant-company and in order to discharge some outstanding debt, the accused-company had given seven number of cheques totally amounting to Rs.1,10,00,000.00 (Rupees one crore ten lakhs) on 13.03.2015 and that on presentation, the said cheques were dishonoured for the reason “account closed” as informed by the Banker of the complainant-company. Thereafter, notice was issued in terms of the proviso under Section 138 of the N.I. Act demanding payment and that the accused company having failed to make payment, the complaint was filed. By the impugned order, the learned S.D.J.M., Jharsuguda took cognizance of the offence against all the accused persons including the petitioner. Thereafter, notice was issued in terms of the proviso under Section 138 of the N.I. Act demanding payment and that the accused company having failed to make payment, the complaint was filed. By the impugned order, the learned S.D.J.M., Jharsuguda took cognizance of the offence against all the accused persons including the petitioner. Learned Counsel for the petitioner submitted that the petitioner is a mere Director of the Company who is being sought to be vicariously made liable for the offence under Section 138 of the N.I. Act taking recourse to the provision of Section 141 of the said Act, but in view of want of averments in the complaint petition that the petitioner was a Director on the date of issuance of cheques in question, and that she was in-charge of the conduct of business of accused-company and had the knowledge of issuance of the cheques, she cannot be made vicariously liable and, therefore, the order taking cognizance of the offence against her is bad and illegal. To further buttress the point, the learned Counsel submits that the complainant-company has not been represented in the complaint case by a person competent to represent such company and, therefore, the complaint was not maintainable and no offence can be said to have been committed by the accused-company, and, therefore, the petitioner being only a Director, cannot be held liable vicariously. 5. Learned Counsel for the complainant (opposite party No.1) contended that from the averments made in the complaint petition, it is clearly established that the accused-company (opposite party No.2) has prima facie committed the offence and that the person filing the complaint on behalf of the company has been authorised by the Chief Officer of the company, who was given power of attorney by the Board of Directors, among others, to institute criminal proceedings for and on behalf of the company and also to authorise any other person to do the same. It is submitted further that the accused-company being made an accused the petitioner (Director) is also vicariously liable. With regard to vicarious criminal liability of a Director or other Officer of a Company as contemplated in Section 141 of the N.I. Act, Three Judge Bench of the Hon’ble Supreme Court in the case of Aneeta Hada v. M/s. Godfather Travels & Tours Pvt.Ltd. AIR 2012 SC 2795 held in paragraph-33 as under : “33. With regard to vicarious criminal liability of a Director or other Officer of a Company as contemplated in Section 141 of the N.I. Act, Three Judge Bench of the Hon’ble Supreme Court in the case of Aneeta Hada v. M/s. Godfather Travels & Tours Pvt.Ltd. AIR 2012 SC 2795 held in paragraph-33 as under : “33. the word ‘deemed’ used in Section 141 of the Act applies to the Company and the persons responsible for the acts of the Company. It crystallizes the corporate criminal liability and vicarious liability of a person who is in charge of the Company. What averments should be required to make a person vicariously liable has been dealt with in SMS Pharmaceuticals Ltd. (supra). In the said case, it has been opined that the criminal liability on account of dishonour of cheque primarily falls on the drawee company and is extended to the officers of the Company and as there is a specific provision extending the liability to the officers, the conditions incorporated in Section 141 are to be satisfied. It has been ruled as follows “It primarily falls on the drawer Company and is extended to officers of the Company. 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 the 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 a cheque to officers of the Company. Section 141 contains conditions which have to be satisfied before the liability can be extended to officers of a 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 incriminating act and further that such a person should know what is attributed to him to make him liable. 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 incriminating act and further that such a person should know what is attributed to him to make him liable. After so stating, it has been further held that while analyzing Section 141 of the Act, it will be seen that it operates in cases where an offence under Section 138 is committed by a Company. In paragraph 19 of the judgment, it has been clearly held as follows : “There is almost unanimous judicial opinion that necessary averments ought to be contained in a complaint before a person can be subjected to criminal process. A liability under Section 141 of the Act is sought to be fastened vicariously on a person connected with a Company, the principal accused being the Company itself. It is a departure from the rule in criminal law against vicarious liability.” 7. After analysing a large number of earlier decisions, the Hon’ble Court in the aforesaid case further held : “42. We have referred to the aforesaid passages only to highlight that there has to be strict observance of the provisions regard being had to the legislative intendment because it deals with penal provisions and a penalty is not to be imposed affecting the rights of persons whether juristic entities or individuals, unless they are arrayed as accused. It is to be kept in mind that the power of punishment is vested in the legislature and that is absolute in Section 141 of the Act which clearly speaks of commission of offence by the Company. The learned Counsel for the respondents have vehemently urged that the use of the terms “as well as “in the Section is of immense significance and, in its tentacle, it brings in the Company as well as the director and/or other officers who are responsible for the acts of the company and, therefore, a prosecution against the directors or other officers is tenable even if the Company is not arraigned as an accused. The words “as well as” have to be understood in the context. In Reserve Bank of India v. Peerless General Finance and Investment Co. The words “as well as” have to be understood in the context. In Reserve Bank of India v. Peerless General Finance and Investment Co. Ltd. and others (44) it has been laid down that the entire statute must be first read as a whole, then section by section, clause by clause, phrase by phrase and word by word. The same principle has been reiterated in Deewan Singh and others v. Rajendra Prasad Ardevi and others (45) and Sarabjit Rick Singh v. Union of India (46).Applying the doctrine of strict construction, we are of the considered opinion that commission of offence by the Company is an express condition precedent to attract the vicarious liability of others .Thus, the words “as well as the Company” appearing in the Section make it absolutely unmistakably clear that when the Company can be prosecuted, then only the persons mentioned in the other categories could be vicariously liable for the offence subject to the averments in the petition and proof thereof. One cannot be oblivious of the fact that the Company is ‘a juristic person and it has its own respectability. If a finding is recorded against it, it would create a concavity in its reputation. There can be situations when the corporate reputation is affected when a director is indicted. 43. In view of our aforesaid analysis, we arrive at the irresistible conclusion that for maintaining the prosecution under Section 141 of the Act, arraigning of a Company as an accused is imperative. The other categories of offenders can only be brought in the dragnet on the touchstone of vicarious liability as the same has been stipulated in the provision itself. We say so on the basis of the ratio laid down in C.V. Parekh (supra) which is a three-Judge Bench decision. Thus, the view expressed in Sheoratan Agrawal (supra) does not correctly lay down the law and, accordingly, is hereby overruled. The decision in Anil Hada (supra) is overruied with the qualifier as stated in paragraph 37.The decision in Modi Distilleries (supra) has to be treated to be restricted to its own facts as has been explained by us hereinabove.” 8. Also in the case of Central Bank of India v. Asian Global Ltd. & Ors.: AIR 2010 SC 2835 , the Hon’ble Apex Court held as follows : “15. In this case, save and except for the statement that the Respondents, Mr. Also in the case of Central Bank of India v. Asian Global Ltd. & Ors.: AIR 2010 SC 2835 , the Hon’ble Apex Court held as follows : “15. In this case, save and except for the statement that the Respondents, Mr. Rajiv Jain and Sarla Jain and some of the other accused, were Directors of the accused Companies and were responsible and liable for the acts of the said Companies, no specific allegation has been made against any of them. The question of proving a fact which had not been mentioned in the complaint did not, therefore, arise in the facts of this case. This has promoted the High Court to observe that the Bank had relied on the mistaken presumption that as Directors, Rajiv Jain, Sarla Jain and the other Directors were vicariously liable for the acts of the Company. Admittedly, except for the aforesaid statement, no other material has been disclosed in the complaint to make out a case against the respondents that they had been in charge of the affairs of the Company and were responsible for its action. The High Court, therefore, rightly held that in the absence of any specific charge against the Respondents, the complaint was liable to be quashed and the respondents were liable to be discharged.” 9. In the present complaint filed before the learned S.D.J.M. and in the affidavit evidence-in-chief as per Section 145 of the N.I. Act by the complainant, it is clearly averred that accused No.2 (Managing Director) of the accused company has the absolute control over the business of the Company and he is responsible for the day-to-day activities. In respect of the petitioner, it is simply averred that she is the Director of the accused-company and, therefore, all the accused persons are jointly liable for the offence. There is no averment whether the petitioner was a Director of the accused-company on the date of issuance of the cheques in question, which were admittedly signed by accused No.2, the Managing Director. There is no other specific allegation against the petitioner. Therefore, keeping in view the ratio laid down by the Hon’ble Apex Court in the decisions cited above and having regard to the averments made in the complaint petition, it cannot be said that the petitioner, as a Director, would be vicariously liable for the offence allegedly committed by the accused Company. 10. Therefore, keeping in view the ratio laid down by the Hon’ble Apex Court in the decisions cited above and having regard to the averments made in the complaint petition, it cannot be said that the petitioner, as a Director, would be vicariously liable for the offence allegedly committed by the accused Company. 10. The question whether the accused-company committed the offence is quite distinct from the question whether the complaint against the company is maintainable or not. The questions need not be gone into in the present proceeding which has been initiated by the petitioner, a Director of the accused-company. 11. In the aforesaid analysis, I quash the impugned order of cognizance in so far as it relates to the petitioner only, namely, Smt. Anita Chowdhary, i.e., accused No.3 in the complaint petition. The CRLMC is accordingly disposed of. The LCR be sent back to the learned S.D.J.M., Jharsuguda forthwith. CRLMC disposed of.