JUDGMENT : 1. The judgment of acquittal passed by the Fast Track Court-II, Bangalore City, in respect of 1st and 2nd respondents reversing the judgment of conviction recorded by the Trial Court in a proceeding under Section 138 of the Negotiable Instruments Act, 1881 (the Act for short) is under challenge in this revision petition. 2. Briefly stated, the revision petitioner (hereinafter referred to as the complainant) filed a private complaint against the respondents herein (hereinafter referred to as the accused Nos. 2 and 3) and one K.N. Panduranga Shetty along with their partnership as 4th accused in respect of the offence under Section 138 of the Act. The complaint was registered. Accused were procured. They pleaded not guilty to the accusation. Evidence was adduced by both sides. After giving its audience to both parties, the respondents herein and accused No. 1 K.N. Panduranga Shetty were convicted in respect of the offence under Section 138 of the Act. They took the matter in appeal before the Sessions Court challenging their conviction. Complainant also filed a revision petition for enhancement of the fine amount. Both the cases were heard by the Fast Track Sessions Judge, Fast Track Court-II, Bangalore City. The appeal filed by the accused Nos. 2 and 3 in Criminal Appeal No. 326/2006 was allowed. They were acquitted of charges. The revision petition filed by complainant was partly allowed by modifying the judgment of conviction against first accused viz. K.N. Panduranga Shetty. The fine amount was enhanced. Thus, aggrieved complainant is before this Court challenging the order of the Appellate Court in acquitting the accused Nos. 2 and 3. 3. Sri. K.R. Anantha Murthy, learned Counsel appearing for the revision petitioner submits, fourth accused is a Firm and accused Nos. 1 to 3 are its partners. But, accused Nos. 2 and 3 (respondents herein) had taken a stand that they were not the partners of the fourth accused/firm. However, during the cross- examination, they had admitted that they were the partners of 4th accused/firm. The acquittal order recorded by the Appellate Court without considering the cross-examination admission of the accused is liable to be set aside. The names of accused Nos. 2 and 3 are reflected in the records maintained by the Registrar of Firms, which is marked as Ex.P28. The accused Nos. 2 and 3 are liable to be punished for the offence of perjury. The names of accused Nos. 2 and 3 are reflected in the records maintained by the Registrar of Firms, which is marked as Ex.P28. The accused Nos. 2 and 3 are liable to be punished for the offence of perjury. When the Trial Court had found the accused Nos. 2 and 3 guilty on proper appreciation of the evidentiary material, the appellate court was not justified in acquitting the accused Nos. 2 and 3. The retirement of accused No. 2 and 3 was during the pendency of the trial and they had not complied the mandatory provisions of the Indian Partnership Act in respect of the retirement of partners from the firm. They continue to be the partners of the firm even today. Hence, the judgment of acquittal passed against accused Nos. 2 and 3 has to be set aside and they are liable to be convicted. 4. In reply, Sri. H.V. Devaraju, learned Counsel appearing for respondent Nos. 1 and 2/accused submits, there was no averment in the legal notice or in the complaint to the effect that the accused Nos. 2 and 3 were in-charge of and were responsible for the firm/4th accused and its conduct of business at the time offence was committed. In that view of the matter, as per the established position of law, the liability of the offence cannot be fastened against them. They are not the drawers of the cheque and it is only the drawer of the cheque, who has to be prosecuted. There was no evidence to show their actual involvement in the alleged offence. Retirement from the partnership of the firm is a matter between the partners, by any stretch of imagination, they cannot be vicariously held liable for the offence proved against first accused. As held by the Apex Court in Saroj Kumar Poddar vs. State (NCT of Delhi) and Another, (2007) 3 SCC 693 , the specific averment against the partners is a statutory requirement in a complaint in respect of the offence committed by the Company under the Act. Rightly the Appellate Court has clinched the legal controversy and acquitted them and the revision petition is liable to be rejected. 5. In the light of the above submission and also on perusal of the judgment impugned and the LCR, the moot question is about criminal liability of the respondents/accused Nos. Rightly the Appellate Court has clinched the legal controversy and acquitted them and the revision petition is liable to be rejected. 5. In the light of the above submission and also on perusal of the judgment impugned and the LCR, the moot question is about criminal liability of the respondents/accused Nos. 2 and 3, who claim to have retired from partnership of fourth respondent/firm. 6. Very same contention raised before the Trial Court was brushed aside on the ground that they had not complied the mandatory requirement of Section 72 of the Partnership Act by giving a public notice. Thus, they were fastened with the liability of the offence. 7. The learned Sessions Judge on a meticulous analysis of the evidentiary material observes that there is no documentary proof as to when accused Nos. 2 and 3 retired from the Firm, however considers their contention in the light of statutory provision of Section 32(3) and Section 72 of the Partnership Act. It was observed that Section 32(3) does not contemplate that retired partners liability would continue until issue of public notice. It was thus held by him that accused Nos. 2 and 3, who have not signed the cheque, cannot be held responsible for the conduct and business of the company. There was no averment in the complaint to the effect that accused Nos. 2 and 3 were in-charge of day-to-day business of the Firm. The complainant in support of his contention had produced a Power of Attorney Deed executed by all the four partners of the Firm in favour of accused Nos. 2 and 3 to prosecute the business of accused No. 4. The learned Judge rightly draws inference that if accused Nos. 2 and 3 were looking after the business, there was no necessity for the 1st accused to issue cheque on behalf of the Firm and it was also evident from Ex.P18 that accused Nos. 2 and 3 had retired from the Firm before July 1982. 8. The learned Sessions Judge was not inclined to consider the prayer of the complainant to take action against accused Nos. 2 and 3 in respect of offence of perjury since in their examination-in-chief evidence though they had disputed the very fact of their partnership of 4th accused. 2 and 3 had retired from the Firm before July 1982. 8. The learned Sessions Judge was not inclined to consider the prayer of the complainant to take action against accused Nos. 2 and 3 in respect of offence of perjury since in their examination-in-chief evidence though they had disputed the very fact of their partnership of 4th accused. It was the opinion of the learned Sessions Judge that though in the examination- in-chief evidence filed by way of affidavit they had stated that they were never partners of A-4, at the beginning of the cross examination itself they had admitted that they are the partners of the Firm and the liability for the same was passed on to the previous Counsel, who represented them earlier. On facts the learned Judge has found that the respondents 2 and 3 were not vicariously liable for bouncing of the cheque. 9. The cheque in question Ex.P3 bears the signature of 1st accused Panduranga Shetty and is signed as the partner of the Firm of Mahalakshmi Perfumery Works. The legal notice is issued to the respondents 1, 2 and 3. The complaint presented to the Court was against three partners and the Firm. The allegation was, the 1st respondent/accused issued the cheque in question. The accused Nos.1 and 2 were served with the legal notice and none of the accused sent reply to the legal notice and knowing fully well about the insufficient funds in their accounts, allowed the cheques to bounce etc. The defence built up during the rebuttal evidence was, accused Nos. 2 and 3 were not at all the partners of the Firm. However, during cross examination they admitted that they were partners but retired thereafter without issuing any public notice of retirement. 10. The Apex Court way back in its judgment reported in S.M.S. Pharmaceuticals Limited vs. Neeta Bhalla and Another, (2005) 8 SCC 89 , stressed upon the requirement of the averment in the complaint under Section 141 of the N.I. Act, that accused was at the time of offence in charge of and responsible for the conduct of business of the company. It was observed that a Director in a Company cannot be deemed to be in charge of and responsible to the company for conduct of its business. 11. It was observed that a Director in a Company cannot be deemed to be in charge of and responsible to the company for conduct of its business. 11. The principles in the above judgment was followed in the case of Saroj Kumar Podder vs. State (NCT of Delhi) and Another, (2007) 3 SCC 693 . 12. In the subsequent judgment of the Apex Court reported in AIR 2015 SC 675 in the case of Pooja Ravinder Devidasani vs. State of Maharashtra, the same principle was followed. It was observed at para 20 thus: "In other words, the law laid down by this Court is that for making a Director of a Company liable for the offences committed by the Company under Section 141 of the N.I. Act, there must be specific averments against the Director showing as to how and in what manner the Director was responsible for the conduct of the business of the Company." 13. The fourth accused being a Firm by virtue of Explanation (a) and (b) of sub-section (2) of Section 141 of the Act, the Firm is a Company and its partners are Directors thus engrossed by Section 141 of the Act. 14. In the absence of any definite case made out by the complainant holding the respondents 2 and 3 responsible for the conduct and administration of the company, the Appellate Court was justified in rejecting the case against them. It is interesting to note that from the lower court records the certified copy of an order passed in Crl. R.P. No. 274/2009 c/w Crl. R.P. No. 275/2009 c/w Crl. R.P. No. 276/2009 between the 1st accused K.N. Panduranga Setty and the complainant M/s Sri Geeta Bhagwan Soapnut and Perfumery Works ended in confirming the judgment of the Sessions Court by scaling down the fine amount from Rs. 7,50,000/- to Rs. 7,40,000/-. That reflects, the other part of the story, i.e. the 1st accused accepted his conviction in the connected cases filed by the very same complainant. 15. In the light of the above, the judgment of the lower Appellate Court both on facts and question of law cannot be interfered with. 16. Hence, the revision petition is dismissed.