JUDGMENT : Ambuj Nath, J. Petitioner has filed this application for quashing of the entire criminal proceeding including order dated 13.09.2019, passed by Shri Rajeev Tripathi, learned Judicial Magistrate, Ranchi in Complaint Case No. 2902 of 2019, whereby and wherein, the learned Magistrate after inquiry, found the prima facie case to be true under section 138 of the Negotiable Instruments Act and ordered for issuance of summon against the petitioner. 2. Case of the opposite party is that the co-accused Ripunjay Prasad Singh, who was the Director of M/s Morias Infrastructure Private Limited and the present petitioner who was the CEO of M/s Kanodia Builders LLP, Goregaon, Mumbai had entered into an agreement for purchase of land with the opposite party no. 2 appertaining to Khewat No. 10, Khata No. 189, Plot No. 573, ad-measuring an area of 2.81 acres for a consideration amount of Rs. 11,64,50,000/-. The co-accused Ripunjay Prasad Singh, Director of M/s Morias Infrastructure Private Limited issued cheque of Rs. 50.00 lakhs as part payment. However, Co- accused Ripunjay Prasad Singh informed the opposite party no. 2 that he has paid the rest of amount through RTGS. Thereafter, the opposite party no. 2 executed the sale deed. The cheque issued by the Ripunjay Prasad Singh was placed for encashment which got dishonoured. 3. Mr. Kaushik Sarkhel, learned counsel appearing on behalf of the petitioner, submitted that the company of the petitioner M/s Kanodia Builders LLP, Goregaon, Mumbai has not been made an accused in the complaint case. It was further submitted that the petitioner was not the signatory to the cheque which was issued in the name of the opposite party no. 2. 4. Learned lawyer appearing on behalf of the opposite party no. 2 submitted that though, the company has not been made as an accused in the complaint case, but the liability of the petitioner is not diminished, as per provisions of section 141 of the Negotiable Instruments Act. 5. Facts of this case are squarely covered by the decision rendered in the case of Himanshu versus B. Shivamurthy and Another, reported in [ (2019) 3 SCC 797 ] , in which the Hon’ble Supreme Court has held at para-7 to 16, which reads as under: “7. The first submission on behalf of the appellant is no longer res integra. Facts of this case are squarely covered by the decision rendered in the case of Himanshu versus B. Shivamurthy and Another, reported in [ (2019) 3 SCC 797 ] , in which the Hon’ble Supreme Court has held at para-7 to 16, which reads as under: “7. The first submission on behalf of the appellant is no longer res integra. A decision of a three-Judge Bench of this Court in Aneeta Hada v. Godfather Travels & Tours (P) Ltd. governs the area of dispute. The issue which fell for consideration was whether an authorised signatory of a company would be liable for prosecution under Section 138 of the Negotiable Instruments Act, 1881 without the company being arraigned as an accused. The three-Judge Bench held thus: ( SCC p. 688 , para 58) “58. 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.” In similar terms, the Court further held: ( SCC p. 688 , para 59) “59. 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 drag-net on the touchstone of vicarious liability as the same has been stipulated in the provision itself.” 8. The judgment of the three-Judge Bench has since been followed by a two-Judge Bench of this Court in Charanjit Pal Jindal v. L.N. Metalics . There is merit in the second submission which has been urged on behalf of the appellant as well. The judgment of the three-Judge Bench has since been followed by a two-Judge Bench of this Court in Charanjit Pal Jindal v. L.N. Metalics . There is merit in the second submission which has been urged on behalf of the appellant as well. The proviso to Section 138 contains the preconditions which must be fulfilled before an offence under the provision is made out. These conditions are : (i) presentation of the cheque to the bank within six months from the date on which it is drawn or within the period of its validity, whichever is earlier; (ii) a demand being made in writing by the payee or holder in due course by the issuance of a notice in writing to the drawer of the cheque within thirty days of the receipt of information from the bank of the return of the cheques; and (iii) the failure of the drawer to make payment of the amount of money to the payee or the holder in due course within fifteen days of the receipt of the notice. 9. In MSR Leathers v. S. Palaniappan , this Court held thus: ( SCC p. 188 , para 12) “12. The proviso to Section 138, however, is all important and stipulates three distinct conditions precedent, which must be satisfied before the dishonour of a cheque can constitute an offence and become punishable. The first condition is that the cheque ought to have been presented to the bank within a period of six months from the date on which it is drawn or within the period of its validity, whichever is earlier. The second condition is that the payee or the holder in due course of the cheque, as the case may be, ought to make a demand for the payment of the said amount of money by giving a notice in writing, to the drawer of the cheque, within thirty days of the receipt of information by him from the bank regarding the return of the cheque as unpaid. The third condition is that the drawer of such a cheque should have failed to make payment of the said amount of money to the payee or as the case may be, to the holder in due course of the cheque within fifteen days of the receipt of the said notice. The third condition is that the drawer of such a cheque should have failed to make payment of the said amount of money to the payee or as the case may be, to the holder in due course of the cheque within fifteen days of the receipt of the said notice. It is only upon the satisfaction of all the three conditions mentioned above and enumerated under the proviso to Section 138 as clauses (a), (b) and (c) thereof that an offence under Section 138 can be said to have been committed by the person issuing the cheque.”(emphasis supplied) 10. The importance of fulfilling these conditions has been adverted to in a recent judgment of a two-Judge Bench of this Court in N. Harihara Krishnan v. J. Thomas . Adverting to the ingredients of Section 138, the Court observed as follows: “26. … Obviously such complaints must contain the factual allegations constituting each of the ingredients of the offence under Section 138. Those ingredients are : (1) that a person drew a cheque on an account maintained by him with the banker; (2) that such a cheque when presented to the bank is returned by the bank unpaid; (3) that such a cheque was presented to the bank within a period of six months from the date it was drawn or within the period of its validity whichever is earlier; (4) that the payee demanded in writing from the drawer of the cheque the payment of the amount of money due under the cheque to payee; and (5) such a notice of payment is made within a period of 30 days from the date of the receipt of the information by the payee from the bank regarding the return of the cheque as unpaid.” 11. In the present case, the record before the Court indicates that the cheque was drawn by the appellant for Lakshmi Cement and Ceramics Industries Ltd., as its Director. A notice of demand was served only on the appellant. The complaint was lodged only against the appellant without arraigning the company as an accused. 12. In the present case, the record before the Court indicates that the cheque was drawn by the appellant for Lakshmi Cement and Ceramics Industries Ltd., as its Director. A notice of demand was served only on the appellant. The complaint was lodged only against the appellant without arraigning the company as an accused. 12. The provisions of Section 141 postulate that if the person committing an offence under Section 138 is a company, every person, who at the time when the offence was committed was in charge of or 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. 13. In the absence of the company being arraigned as an accused, a complaint against the appellant was therefore not maintainable. The appellant had signed the cheque as a Director of the company and for and on its behalf. Moreover, in the absence of a notice of demand being served on the company and without compliance with the proviso to Section 138, the High Court was in error in holding that the company could now be arraigned as an accused. 14. We, accordingly, are of the view that the High Court was in error in rejecting the petition under Section 482 CrPC. We hence allow the appeal and set aside the judgment of the High Court. In consequence, the complaint, being CRP No. 27 of 2004 shall stand quashed. 15. During the pendency of these proceedings, this Court on 28-11- 2008 recorded the statement of the appellant that he was willing to deposit the entire amount of the cheque, and hence issued the following directions: “The learned counsel appearing for the petitioner submits that the petitioner is willing to deposit the entire cheque amount which was dishonoured, in this Court. Let the amount be deposited in this Court within four weeks from today and on deposit of the amount within the aforesaid period, Registry to issue fresh notice to the respondent as respondent is not represented till date. Let the amount be deposited in this Court within four weeks from today and on deposit of the amount within the aforesaid period, Registry to issue fresh notice to the respondent as respondent is not represented till date. The amount, so deposited, shall be invested in a fixed deposit in a nationalised bank initially for a period of six months and may be kept renewed from time to time until further orders.” In pursuance of the aforesaid directions, the appellant deposited an amount of Rs 4,15,000 on 23-2-2009. The amount has been invested in a fixed deposit which has been renewed periodically. 16. In our view, having regard to the intent of the order which was passed by this Court on 28-11-2008, it would be appropriate and proper if the amount deposited in this Court, together with accrued interest, is paid over to the respondent complainant. The Registry shall, accordingly, issue a communication to the respondent intimating a copy of the present order (since the respondent has not appeared despite service of notice). The amount shall be disbursed to the respondent against proof of identity.” 6. It is apparent from the facts of the case that company of the petitioner has not been named as an accused in the complaint case. It is also apparent that the petitioner was not the signatory to the cheque issued in the name of the opposite party no. 2 which got dishonoured. 7. In view of the aforesaid facts, no case under section 138 of the Negotiable Instruments Act is made out against the petitioner. Accordingly, the entire criminal proceeding of Complaint Case No. 2902 of 2019 including the order dated 13.09.2019, as far as the present petitioner is concerned, is quashed. This criminal miscellaneous petition is allowed. Pending I.A., if any, also stands disposed of.