ORDER : This revision petition is directed against the judgment dated 29.05.2007 in Crl.A. No.865/05 on the files of Additional District and Sessions Judge (Fast Track) (Adhoc-I), Kozhikode which was originated from judgment dated 07.12.2005 of Judicial First Class Magistrate-III, Kozhikode in CC No.200/2003. 2. The revision petitioner is the accused in a prosecution launched by the 1st respondent under Section 142 of the Negotiable Instruments Act, 1881 (for short the 'NI Act') alleging commission of an offence punishable under Section 138 NI Act. The allegation raised in the complaint to launch the prosecution under Section 142 N.I Act was that a sum of Rs.1,00,000/-was advanced by the complainant to him by way of a cheque bearing No.46121 dated 16.06.2001 drawn from the Account maintained with the main branch of State Bank of India, Kozhikode. When the amount was advanced, the accused has promised to repay the same after a year. After the expiry of one year, the amount was demanded back and the accused then issued cheque bearing No.348872 dated 18.11.2002 for a sum of Rs.1,00,000/-drawn on Syndicate Bank, Mavoor Road Branch, Kozhikode towards repayment. The cheque was presented before the Bank for encashment but returned bounced for the reason 'account closed'. A memo stating the reason for dishonour was obtained by the complainant on 19.11.2002. The complainant then caused to serve a registered lawyer notice on the accused on 29.11.2002 intimating the factum of dishonour of cheque and demanding payment covered by the cheque within 15 days' from the date of receipt of the notice. The notice sent to the business place of the accused was returned unclaimed. Another notice was also sent in the residential address of the accused and that was returned duly acknowledged by the accused. Eventhough the notice was acknowledged as received, the accused failed to repay the amount to the complainant. In the said circumstances, the prosecution in question was launched by the complainant against the accused under Section 142 alleging commission of an offence under Section 138 of NI Act. 3. The complaint was taken on file by the Judicial First Class Magistrate Court III, Kozhikode as CC No.200/2003 after recording the sworn statement of the complainant. On the accused's entering appearance before the court, particulars of accusations were read over to him. Those were denied by the accused and accordingly, the trial was proceeded with. 4. 3. The complaint was taken on file by the Judicial First Class Magistrate Court III, Kozhikode as CC No.200/2003 after recording the sworn statement of the complainant. On the accused's entering appearance before the court, particulars of accusations were read over to him. Those were denied by the accused and accordingly, the trial was proceeded with. 4. Before the trial court, the complainant tendered evidence as PW1 and marked Exts.P1 to P5. On closure of the evidence of the complainant, the accused was examined under Section 313(1)(b) Cr.P.C, with reference to the incriminating circumstances brought in evidence by the complainant. He denied all incriminating evidence brought in by the complainant. Association with Udaya Chemists and Druggists, the firm referred to in the complaint, of which he was alleged as the managing partner was also specifically denied by him. 5. The accused failed to adduce any evidence when he was called upon to do so. Appreciating the entire evidence on record, the Judicial First Class Magistrate Court-III, Kozhikode arrived at a finding of guilt of the accused under Section 138 NI Act and convicted and sentenced him to undergo simple imprisonment for 6 months and to pay Rs.1,00,000/-as compensation under Section 357(3) Cr.P.C. A further direction was also issued to undergo simple imprisonment for three months as default sentence. 6. The aggrieved accused has approached the Additional District and Sessions Judge (Fast Track) (Adhoc-I), Kozhikode in Crl.A. No.865/2005. The parties to the appeal were heard by the aforesaid court and thereby finding of the trial court on guilt of the accused for an offence under Section 138 NI Act was confirmed. The order of conviction was confirmed but the sentence imposed was modified till rising of the court and the direction to pay Rs.1,00,000/-as compensation and default sentence were maintained. The accused is now before this Court in challenge of the judgment, being highly aggrieved by it. 7. Sri.T.R.Ravi, the learned counsel for the appellant has contended that the case put forth by the complainant in the complaint was that a sum of Rs.1,00,000/-was advanced by the complainant to Sri.Sharath in his individual capacity for business purpose and there was assurance from the accused to repay the amount after one year. But, it is clear from the cause title of the complaint that the accused is M/s.Udaya Chemists and Druggists represented by Sri.Sharath in his capacity as its Managing partner. But, it is clear from the cause title of the complaint that the accused is M/s.Udaya Chemists and Druggists represented by Sri.Sharath in his capacity as its Managing partner. While being examined during trial as PW1, the specific version of complainant was that the transaction was with Sri.Sharath in his individual capacity. Admittedly PW1 has no dealing with the firm and the firm does not owe a legally enforceable debt to the complainant. According to the learned counsel the trial court appreciated the evidence and found the accused guilty of the offence overlooking those aspects and therefore, the judgment is liable to be set aside. The main argument advanced by the learned counsel for the complainant in the circumstances was that the complainant thoroughly failed to establish execution of cheque. Though the signature was denied by the accused, the trial court compared the same on its own and reached a conclusion against him and it is improper. The signature when disputed by the accused, it ought to have been sent by the complainant for expert opinion and the court below ought not to have stepped into the shoes of the complainant to discharge the burden. Assailing these points, the accused is now before this Court to get the judgment set aside. Despite service of notice, the respondent did not turn up to argue the case. 8. In the backdrop of the contentions raised, the recitals in the complaint and the cause title are perused. The recitals in paragraphs 2 and 3 of the complaint being relevant are extracted hereunder to have an idea about the persons intended by the complainant to be arrayed as accused. “2. The accused is doing business in the address shown in the cause title and address for serve of all summons and notices on it is as shown in the cause title. 3. The complainant is a Military Personnel and after retirement he settled at Kozhikode in the above stated address. The accused approached the complainant through a friend and requested the complainant to advance him Rs.1,00,000/-for business purpose. Accordingly the complainant issued a cheque bearing No.46121 dated 16.06.2001 drawn on the main branch of State Bank of India, Kozhikode. At the time of handing over the cheque by the complainant the accused had assured that the amount will be repaid after one year. After the expiry of one year the amount was not repaid. Accordingly the complainant issued a cheque bearing No.46121 dated 16.06.2001 drawn on the main branch of State Bank of India, Kozhikode. At the time of handing over the cheque by the complainant the accused had assured that the amount will be repaid after one year. After the expiry of one year the amount was not repaid. So the complainant approached the accused on several occasions and demanded repayment of the amount. At last the accused issued a cheque bearing No.348872 dated 18.11.2002 drawn on Syndicate Bank, Mavoor Road, Kozhikode for an amount of Rs.1,00,000/-(Rupees one lakh). The cheque was issued at the business place of the accused. At the time of issuing the cheque the accused had assured that there would be sufficient amount in the bank account to honour the cheque.” 9. It is stated in paragraph 2 that the accused is doing business in the address shown in the cause title. It is stated in paragraph 3 that the accused approached the complainant to advance him Rs.1,00,000/- for business purpose. The address of the accused as furnished in the cause title of the complaint is as follows: “N. Sharath, Managing Partner, Udaya Chemists & Druggists, S/o.Late Rajagopalan Nair, Mavoor Road Junction, Kozhikode.” Crl.Rev.Pet.No. 3503 of 2007 10. The question relevant in the context is whom the complainant has intended to be arraigned as the accused, whether the firm Udaya Chemists and Druggists, represented by Sri.N.Sharath as its Managing Partner or Sri.N.Sharath in his individual capacity. The accused being shown in the cause title as Udaya Chemists and Druggists represented by Managing Partner N.Sharath, there cannot be any doubt to arose that the reference of accused in the recitals in the complaint is about the firm. Apart from all the above, the recital in paragraph 3 of the complaint was that Rs.1,00,000/-was borrowed by the accused for business purposes. 11. The disputed cheque is marked in evidence as Ext.A1. The cheque was signed by Sri.N.Sharath not in his individual capacity, but, in his capacity as the Managing partner of the firm. These are clear indications to derive a conclusion that the amount was borrowed by the firm through its Managing partner Sri.N.Sharath. 11. The disputed cheque is marked in evidence as Ext.A1. The cheque was signed by Sri.N.Sharath not in his individual capacity, but, in his capacity as the Managing partner of the firm. These are clear indications to derive a conclusion that the amount was borrowed by the firm through its Managing partner Sri.N.Sharath. The derivatives from the cause title and the recitals in the complaint being so, the versions of PW1 while tendering evidence that money was borrowed by Sri.Sharath in his individual capacity can only be taken as a version inconsistent with his pleading in the complaint. The pleadings in the complaint must be specific, precise, clear and meant to give a proper idea to the accused about the accusations levelled therein against him. The complainant being the master of the complaint, the whereabouts of the person indebted to him and who was instrumental in issuing the disputed cheque to him being matters within his personal knowledge, he must be specific and precise on that while raising the pleadings. If the pleadings in the complaint are ambiguous and vague, those will not help the opposite side to have an idea about the accusations levelled against him, lest it would only restrain him from contesting the case properly. Lack of proper pleadings on material particulars of the issues that requires adjudication, would undoubtedly hamper a fair trial. 12. The recitals in the complaint when viewed in the backdrop of the description of the accused in the cause title, it is evidenced that the accused is none other than the firm namely, Udaya Chemists and Druggists, represented by its Managing Partner Sri.N. Sharath. Therefore, the complaint ought to have been filed as contemplated under Section 141 N.I.Act. Complaint in the case on hand was filed under Section 142 read with Section 138 N.I. Act. It is settled that misquoting of Sections may not hamper the complainant much. But, in the case on hand misquoting of Section is not the sole illegality involved. For having a clear picture about the illegality involved, it is relevant to have an idea on Section 141 N.I Act, which reads : “141. Offences by companies. It is settled that misquoting of Sections may not hamper the complainant much. But, in the case on hand misquoting of Section is not the sole illegality involved. For having a clear picture about the illegality involved, it is relevant to have an idea on Section 141 N.I Act, which reads : “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 charge 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. (underline applied) (2) Notwithstanding anything contained in sub-section (1), where any offence under this Act has been committed by a company and it is proved that the offence has been committed with the consent or connivance of, or is attributable to, any neglect on the part of, any director, manager, secretary or other officer of the company, such director, manager, secretary or other officer shall also be deemed to be guilty of that offence and shall be liable to be proceeded against and punished accordingly. Explanation.— For the purposes of this section,— (a) “company” means any body corporate and includes a firm or other association of individuals; and (b) “director”, in relation to a firm, means a partner in the firm." 13. Explanation.— For the purposes of this section,— (a) “company” means any body corporate and includes a firm or other association of individuals; and (b) “director”, in relation to a firm, means a partner in the firm." 13. A reading of the above provision makes it clear that when the person liable to be prosecuted for the offence under Section 138 N.I. Act, if a company, every person who at the time the offence was committed, was in charge 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. The proviso says about the proof required to punish the abovementioned persons representing the firm for the offences and the defence that could be taken to get avoided from punishment. 14. The proviso also speaks about the exemption given to the person nominated by the Central or State Government to serve as director of a company by virtue of himself holding any office of such Government, from prosecution. It is provided under Sub-section (2), when it is proved that the offence was committed by the Company with the consent or connivance of or attributable to any neglect on the part of any director, manger, secretary or other like officers of the Company, each of them shall also be deemed to be guilty of the offence and are liable to be proceeded against and punished accordingly. Sub-section (1) and (2) of Section 141 N.I. Act are deeming provisions by virtue of which the person in charge of and responsible to the Company for the conduct of its business and any other officers of the Company of the category director, manager and Secretary, who have been consented to or connived in the commission of the offence or by their negligence caused the commission of the offence, were also deemed to be guilty of the offence under Section 138 N.I. Act, in addition to the Company and were also made liable to be prosecuted and punished under Section 141 N.I. Act. The applicability of the provisions has also been extended to a firm or association of individuals as if it applies to a company and to the partner in the firm as if it applies to a director. 15. The applicability of the provisions has also been extended to a firm or association of individuals as if it applies to a company and to the partner in the firm as if it applies to a director. 15. Therefore, in order to prosecute the person in charge of and responsible to the Company or firm or like legal entities, for Commission of an offence under Section 138 N.I. Act by the Company or firm, the complaint must be filed under Section 141 N.I.Act and it must incorporate allegations that those persons were holding charge of and were responsible for the conduct of the business of the Company or firm as the case may be. 16. Similarly the Director, Manager, or Secretary or any other officers of the Company or firm are also liable to be prosecuted together with the Company for the reason of themselves consented to or connived with the Company in the commission of the offence or by their negligence, they caused the offence to be committed, the complainant must incorporate in the complaint, precise pleadings about their consent, connivance or negligence. 17. Lack of pleadings on the involvement of the company or its officials in complaint would undoubtedly defeat it. Similarly, whenever the alleged offender is the company or firm, the company or firm as well as the officers responsible in the respective capacity must be arrayed as accused in the complaint. 18. For not joining the company or firm and the person responsible for its affairs in their respective capacities and for not incorporating precise pleadings about holding of posts by them in charge as such and their involvement in the business in which the company is engaged would be fatal to the prosecution. Sub-section (2), having been started with a non obstante clause, the implication of the categories of officers guilty for themselves having been consented to the commission of the offence by the company or connived with in the commission by the company or remaining negligent and thereby caused the commission thereof, must be in addition to the company and officers in charge of and responsible for the conduct of the business of the company described under Sub-section (1) of Section 141 N.I Act. 19. 19. In the case on hand, though the complaint was filed against the firm as the accused, the firm's name represented by the Managing Partner must be shown in the array as the accused and the Managing Partner must be separately arrayed as the 2nd accused, being in charge of and responsible for the conduct of the business of the firm. Precise pleadings must also be incorporated in the complaint to the effect that the firm has committed the offense punishable under Section 138 N.I Act and that the Managing Partner of the firm is also guilty for being in charge of the firm and responsible for the conduct of business in that capacity. 20. The complaint in the case on hand suffers for a material flaw when the name of the Managing Partner is not shown therein and when it is silent on the required pleadings that he was in charge of and responsible for the conduct of the business run by the firm at the relevant point of time, when the offence was allegedly committed. 21. On the above aspects, there was no application of mind from the trial court and the improper appreciation of the materials relating to the complaint has culminated in arriving at a finding of guilt of the accused for the offence under Section 138 N.I. Act. The judgment of the trial court suffers for illegality involved as above and therefore is liable to be set aside. In the result, the revision on hand is allowed and the judgment under challenge is set aside. The accused is set at liberty after cancellation of bail bond executed by him.