ORDER : 1. These petitions are filed under Section 482 of Cr.P.C. seeking quashing of all further proceedings pursuant to P.C.No.270/2015 on the file of learned I Additional JMFC, Bagalkot, for offence punishable under Section 138 of the Negotiable Instruments Act, 1881. 2. Respondent presented a private complaint in PC No.270/2015 before the learned I Additional JMFC, Bagalkot, against the present petitioners as accused Nos.5, 7 and 8 and accused No.1-Reliable Finance Infra Agro Ltd., of which the present petitioners are Directors and four others. The allegation is that accused No.1-Reliable Finance Infra Agro Ltd., is an Insurance Company dealing with various types of Insurance policies and accused No.2 was the Chairman of the said company and the present petitioners and rest of the accused are all Directors of the same. The further allegation is that on 28/7/2015, an Insurance policy was issued in favour of the complainant with sum assured for Rs.5,00,000/-with further assurance that he would be paid Rs.97,500/-per year for a period of five years. Accordingly, respondent received a cheque bearing No.000088 for Rs.97,500/-on 28/7/2015 issued by accused Nos.2 to 8 on behalf of accused No1-company for the period of first year. It is stated in the complaint that when the cheque was presented for encashment, it was returned and dishonoured. On account of the same, respondent presented a private complaint for the offence punishable under Section 138 of the Negotiable Instruments Act, 1881. 3. The learned counsel appearing for the petitioners who are accused No.5, 7 and 8 in the private complaint submits that admittedly, accused No.1 is a company incorporated under the Companies Act, 1956 of which accused No.2 is Chairman and the present petitioners and others who are the co-accused are the Directors. He submits that there is absolutely no allegation in the complaint presented by the respondent that the present petitioners were either incharge of the Administration/business of accused No.1 Company or that they are the signatories to the cheque. He therefore submits that vicarious liability for having committed the offence under Section 138 of the N.I.Act cannot be fastened on the present petitioners and, therefore, the very complaint itself as against the present petitioners is misconceived and therefore, it is liable to be quashed. 4. Respondent though served has remained unrepresented. 5. He therefore submits that vicarious liability for having committed the offence under Section 138 of the N.I.Act cannot be fastened on the present petitioners and, therefore, the very complaint itself as against the present petitioners is misconceived and therefore, it is liable to be quashed. 4. Respondent though served has remained unrepresented. 5. Perusal of the papers produced along with the petition shows that the cheque in question bearing No.000088 dated 28/7/2015 drawn on an account maintained in Bank by accused No.1 is at page 18 of the petition papers. It is signed only by accused No.2. The signatures of the present petitioners does not appear on the same. There is no allegation in the entire complaint that the present petitioners were either incharge of the Administration/Business of the company or that they are signatories to the cheque in question. Under such circumstances, in view of the law laid down by the Hon’ble Supreme Court at para 18 and 19 in S.M.S. Pharmaceuticals LTd. Vs. Neeta Bhalla and Another reported in (2005) 8 SCC 89 which is reiterated in Shailendra Swarup vs. Deputy Director AIR 2020 3890, complaint insofar as the present petitioners is liable to be quashed. Para Nos.18 and 19 of the S.M.S. Pharmaceuticals LTd. Vs. Neeta Bhalla and Another reads as follows:- "18. To sum up, 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. A clear case should be spelled out in the complaint against the person sought to be made liable. Section 141 of the Act contains the requirements for making a person liable under the said provision. That the respondent falls within the parameters of Section 141 has to be spelled out. A complaint has to be examined by the Magistrate in the first instance on the basis of averments contained therein. If the Magistrate is satisfied that there are averments which bring the case within Section 141, he would issue the process. We have seen that merely being described as a director in a company is not sufficient to satisfy the requirement of Section 141. If the Magistrate is satisfied that there are averments which bring the case within Section 141, he would issue the process. We have seen that merely being described as a director in a company is not sufficient to satisfy the requirement of Section 141. Even a non-director can be liable under Section 141 of the Act. The averments in the complaint would also serve the purpose that the person sought to be made liable would know what is the case which is alleged against him. This will enable him to meet the case at the trial. 19. In view of the above discussion, our answers to the questions posed in the reference are as under: (a) It is necessary to specifically aver in a complaint under Section 141 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 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. 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." 6. In that view of the matter, I proceed to pass the following:-The above Petitions are allowed. The proceedings in P.C.No.270/2015 on the file of learned I Additional JMFC, Bagalkot, for offence punishable under Section 138 of the Negotiable Instruments Act, 1881 is quashed insofar as present petitioners-accused Nos.5, 7 and 8 are concerned.