ORDER : The 2nd accused has approached this Court in the petition on hand seeking to quash Annexure A1 Criminal complaint dated 30.06.2017 filed by the 2nd respondent to launch the prosecution as S.T.No.231 of 2017, pending on the files of Chief Judicial Magistrate Court, Kottayam and all further proceedings initiated pursuant to that. S.T.No.231 of 2017 was registered on the files of Chief Judicial Magistrate Court, Kottayam based on Annexure A1 filed by the 2nd respondent under Section 142 of Negotiable Instruments Act, 1881 (for short 'N I Act') alleging that the 3rd respondent herein, a private Company has committed an offence punishable under Section 138 N I Act. The allegations in Paragraph 1 of Annexure A1 is extracted hereunder for easy reference: “1. Complainant is a banking company incorporated under the Companies Act, 1956 (hereinafter referred to as "Company" as well) and in these Proceedings Company is represented through its duly authorised executive. Complainant is engaged in the business of providing banking and Business Loan facilities among many services of the complainant to customers. Accused availed a Business Loan from the company agreeing to repay the loan as per agreed terms and conditions undertaken by the accused when availed the loan and towards part payment of amounts due to the company on account of amount payable towards Business Loan Account 12793282, accused issued to the complainant a cheque at Kottayam bearing No.686592 dated 04.05.2017 of amount Rs.2,10,942/- (Rupees Two Lakh Ten Thousand Nine Hundred and Fourty Two only) drawn on the HDFC Bank Ltd, KK Road, Kottayam Branch assuring that the cheque on presentation will be honoured and can be encashed by complainant on presentation. Usually the complainant will be issued with future instalment cheque by the accused towards the amount paid by the complainant at the time of disbursement. The loan has been disbursed from Kottayam believing that the repayment shall be effected as per cheque and further believing the accordance of encashment of cheque.” 2. The paragraph extracted above is the crucial part of Annexure A1. The contention of Sri.Abraham George Jacob, the learned counsel for the petitioner was that the petitioner is not involved in the activities of the 1st accused Company and was neither in charge of nor responsible for its affairs at the time of issuance of the cheque or transactions connected thereto. The contention of Sri.Abraham George Jacob, the learned counsel for the petitioner was that the petitioner is not involved in the activities of the 1st accused Company and was neither in charge of nor responsible for its affairs at the time of issuance of the cheque or transactions connected thereto. According to him, in Annexure A1, the petitioner was shown as accused but in the recitals therein, the 2nd respondent failed to state how and in what capacity, the petitioner herein is involved in the alleged offence. There is absolutely no whisper about the role played by the petitioner in the transaction alleged. According to him, in the legal notice issued, which is a pre-requirement for a successful prosecution also, the petitioner's role in the transaction is not stated specifically. It is contended that petitioner never represented the 1st accused Company and his role having not been specifically stated in Annexure A1, it will not sustain and is only liable to be quashed as against the petitioner. According to him, when the accused is a Company, the directions under Section 141 N I Act must be strictly complied with for the prosecution to validly sustain. 3. The learned counsel has relied on S.M.S Pharmaceuticals Ltd. v. Neeta Bhalla [2005 KHC 1468 (SC)] and Gunmala Sales Private Ltd. v. Anu Mehta and Others [2014 KHC 4685 (SC)] to substantiate his contention based on Section 141 N I Act. 4. The recitals incorporated in Paragraph 1 of Annexure A1 as extracted supra have been looked into in the backdrop of Section 141 N I Act. For the purpose, Section 141 N I Act is extracted hereunder:- “ 141. 4. The recitals incorporated in Paragraph 1 of Annexure A1 as extracted supra have been looked into in the backdrop of Section 141 N I Act. For the purpose, Section 141 N I Act is extracted hereunder:- “ 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, PROIVDED 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) 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 purpose of this section (a) “company” means any body corporate and includes a firm or other association of individuals; and (b) “director”, in relating to a firm, means a partner in the firm.” 5. Section states that, 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 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. When the allegations extracted supra are looked into, it can be gathered that the capacity in which the petitioner represents the Company and his culpability in the transaction alleged, do not find a place therein. 6. Originally when Annexure A1 was filed before the Chief Judicial Magistrate Court, Kottayam and when it was taken cognizance of, the Company represented by its authorised signatory, “MR.KURIVILA K THOMAS, aged 64 years, S/o THOMAS KURUVILA, KUTTIYANICKAL H, NEAR Y W C A, 31ST MILE MUNDAKAYAM, NEAR POST OFFICE, KOTTAYAM, KERALA-686513, (Mundakayam, Kottayam Police Station Limit)” and “MR.KURUVILA K THOMAS, represented by its Authorised Signatories of M/S KUTTIYANICKAL RUBBERS Pvt. Ltd, aged 64 years, S/o THOMAS KURUVILA, KUTTIYANICKAL H, NEAR Y W C A, 31ST MILE MUNDAKAYAM, NEAR POST OFFICE, KOTTAYAM, KERALA-686513'' were shown as accused. But later, by filing Annexure A4 application and obtaining an order therein, the name of Mr.Kuruvila K Thomas and his address extracted as above have been deleted and got substituted by “Mr.Scaria Thomas, S/o K.K.Thomas, Kuttiyanickal, Parathanam P.O, Mundkayam, Kottayam”. By order passed in another application, the words “Represented by its Authorised Signatories” were also deleted from the address of the 2nd accused. Therefore, the accused available at present in Annexure A1 are : “1. M/s KUTTIYANICKAL RUBBERS PVt. Ltd, Rep by its Authorised Signatories, Mr.Scaria Thomas, S/o K K Thomas, Kuttiyanickal, Parathanam P.O, Mundkayam, Kottayam. (Mundakayam, Kottayam Police Station Limit) 2. Mr. KURUVILA K THOMAS, M/S. KUTTIYANICKAL RUBBERS PVt. Ltd, aged 64 years, S/o THOMAS KURUVILA, KUTTIYANICKAL H, NEAR Y W C A, 31ST MILE MUNDAKAYAM, NEAR POST OFFICE, KOTTAYAM, KERALA-686513.” 7. Annexure A1, does not incorporate a recital that the petitioner herein was in charge of and was responsible to the company for the conduct of its business. In S.M.S Pharmaceuticals Ltd supra, the Apex Court has dealt with the essential requirements of Section 141 N I Act and held that it is necessary to specifically aver in the complaint under Section 142 read with Section 141 N I Act that at the time when the offence was committed the person arrayed as accused was in charge of and responsible for the conduct of business of the company. The Court has also held 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. The Court has also held 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. In Gunmala Sales Private Ltd. supra, the Apex Court has held that when a company is arrayed as an accused in a prosecution under Section 138 read with Section 141 N I Act, a basic averment must be there that the person representing the company was in charge of and responsible to the company for the conduct of the business of the company at the relevant time when the offence was committed. 8. On a reading of Section 141 N I Act and in view of the aforesaid decisions, this Court is convinced that the name of the petitioner was incorporated in the cause title of Annexure A1 solely for the sake of arraying him as an accused and without his role in the offence alleged being specifically pleaded therein. In what capacity he represents the company 1st accused) is nowhere stated in Annexure A1. Whether he is in charge of and responsible for the affairs of the 1st accused is also not stated. Therefore, in view of Section 141 N I Act and the decisions cited supra, Annexure A1 complaint will not sustain as against the petitioner. In the result, Crl.M.C stands allowed and Annexure A1 complaint and all further proceedings initiated by the Chief Judicial Magistrate Court, Kottayam in S.T.No.231 of 2017 as against the petitioner stand quashed forthwith.