SUSELA PADMAVATHY AMMAversusM/S BHARTI AIRTEL LIMITED

                  [2024] 3 S.C.R. 647 : 2024 INSC 206

                       Susela Padmavathy Amma
                                   v.
                        M/S Bharti Airtel Limited
                 (Criminal Appeal Nos. 1577-1578 of 2024)
                                 15 March 2024
                [B.R. Gavai* and Sandeep Mehta, JJ.]

                            Issue for Consideration
       The High Court rejected the prayer for quashing of criminal
       complaints qua the appellant in connection with the offence
       punishable u/s. 138 r/w. s.142 of the Negotiable Instruments Act,
       1881.

                                    Headnotes
       Negotiable Instruments Act, 1881 – s.138 r/w. s.142 – The
       grievance of the complainant-respondent is that in-spite of
       regular follow-ups and reminders, the company-accused
       no.1 failed and neglected to clear the respondent’s dues –
       On repeated demands, the company furnished respondent
       five cheques – When complainant deposited the cheques,
       they were returned unpaid with reason “payment stopped by
       drawer” – Accordingly, the respondent filed two complaints
       u/s. 190(i)(a) of the Cr.P.C. for offences punishable u/ss. 138
       & 142 of the N.I. Act – Both the complaints were filed against
       three accused persons including appellant herein (accused
       no.3) – Appellant sought to quash criminal proceedings against
       her u/s. 482 Cr.P.C, however the same was dismissed by the
       High Court – Propriety:
       Held: On perusal of the complaint, it is clear that the only allegation
       against the present appellant is that she and the accused No.2
       had no intention to pay the dues that they owe to the complainant
       – It is stated that the 2nd accused and the 3rd accused (appellant
       herein) are the Directors, promoters of the 1st accused being
       the Company – It is further averred that the 2nd accused is the
       authorized signatory, who is in-charge of and responsible for the
       day-to-day affairs of the Company, i.e., the 1st accused – It can be
       clearly seen that there is no averment to the effect that the present
       appellant is in-charge of and responsible for the day-to-day affairs


* Author
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       of the Company – It is also not the case of the respondent that the
       appellant is either the Managing Director or the Joint Managing
       Director of the Company – The averments made are not sufficient
       to invoke the provisions of s.141 of the N.I. Act qua the appellant
       – Thus, the criminal proceedings in connection with the offence
       punishable u/s. 138 r/w. s.142 of the N.I. Act are quashed and set
       aside qua the present appellant. [Paras 19-22]
       Negotiable Instruments Act, 1881 – s.138, s.141 – Vicarious
       liability of the director:
       Held: Merely reproducing the words of the section without a clear
       statement of fact as to how and in what manner a director of the
       company was responsible for the conduct of the business of the
       company, would not ipso facto make the director vicariously liable.
       [Para 12]

                               Case Law Cited
            State of Haryana v. Brij Lal Mittal and others [1998] 3
            SCR 104 : (1998) 5 SCC 343; S.M.S. Pharmaceuticals
            Ltd. v. Neeta Bhalla and another [2005] Suppl. 3 SCR
            371 : (2005) 8 SCC 89; Pooja Ravinder Devidasani
            v. State of Maharashtra and another [2014] 14 SCR
            1468 : (2014) 16 SCC 1; State of NCT of Delhi through
            Prosecuting Officer, Insecticides, Government of NCT,
            Delhi v. Rajiv Khurana [2010] 9 SCR 387 : (2010)
            11 SCC 469; Ashoke Mal Bafna v. Upper India Steel
            Manufacturing and Engineering Company Limited (2018)
            14 SCC 202 – relied on.
            N.K. Wahi v. Shekhar Singh and others [2007] 3 SCR
            883 : (2007) 9 SCC 481; Krishi Utpadan Mandi Samiti
            and others v. Pilibhit Pantnagar Beej Ltd. and another
            [2003] Suppl. 6 SCR 344 : (2004) 1 SCC 391; Laxmi
            Dyechem v. State of Gujarat and others [2012] 11
            SCR 466 : (2012) 13 SCC 375; K.K. Ahuja v. V.K. Vora
            and another [2009] 9 SCR 1144 : (2009) 10 SCC 48;
            Lalankumar Singh and others v. State of Maharashtra
            [2022] 14 SCR 573 : 2022 SCC OnLine SC 1383 –
            referred to.

                                  List of Acts
       Negotiable Instruments Act, 1881; Code of Criminal Procedure, 1973.
[2024] 3 S.C.R.                                                        649

         Susela Padmavathy Amma v. M/S Bharti Airtel Limited


                            List of Keywords
     Failure to pay dues; Dishonour of cheque for insufficiency,
     etc., of funds in the account; In-charge of company; Authorized
     signatory; Responsible to company; Conduct of company; Criminal
     proceedings; Quashing.

                           Case Arising From
     CRIMINAL APPELLATE JURISDICTION : Criminal Appeal Nos.1577-
     1578 of 2024
     From the Judgment and Order dated 26.04.2022 in CRLOP
     Nos.3470 and 5767 of 2019 of the High Court of Judicature at
     Madras
                        Appearances for Parties
     Manoj V George, Ms. Shilpa Liza George, Km Vignesh Ram, Nasib
     Masih, Ms. Akshita Agrawal, Ms. Chaahat Khanna, Advs. for the
     Appellant.
     Lakshmeesh S. Kamath, Ms. Samriti Ahuja, Karan Singh Dalal, Advs.
     for the Respondent.
                Judgment / Order of the Supreme Court

                                Judgment
     B.R. Gavai, J.
1.   Leave granted.
2.   The present appeals challenge the common judgment and order
     dated 26th April, 2022 passed by the High Court of Judicature at
     Madras (hereinafter referred to as “High Court”), in Crl. O.P. Nos.
     3470 & 5767 of 2019 and Crl. M.P. Nos. 2224, 2225 & 3255 of 2019,
     whereby the High Court rejected the prayer for quashing of C.C.
     Nos. 3151 & 3150 of 2017, on the file of learned XVIII Metropolitan
     Magistrate, Saidapet, Chennai (now transferred to the learned
     Metropolitan Magistrate, Fast Track Court-III, Saidapet, Chennai),
     in connection with the offence punishable under Section 138 read
     with Section 142 of the Negotiable Instruments Act, 1881 (hereinafter
     referred to as “the N.I. Act”).
3.   The facts, in brief, giving rise to the present appeals are as follows:
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       3.1 M/s. Bharti Airtel Limited (hereinafter referred to as, “complainant”
           or “respondent”), is a company engaged in the business of
           providing telecommunication services, under a license issued
           by the Government of India, in various telecom circles in India.
       3.2 One M/s. Fibtel Telecom Solutions (India) Private Limited
           (hereinafter referred to as, “Fibtel Telecom Solutions” or
           “Company”), a company registered with the Telecom Regulatory
           Authority of India (TRAI) as a telemarketer, had approached the
           respondent intending to obtain telecom resources for the purpose
           of transactional communication and requested the complainant
           for allotment of telecom resources for the said purpose. One
           Manju Sukumaran Lalitha is the Director & Authorized Signatory
           of Fibtel Telecom Solutions and one Susela Padmavathy Amma,
           the appellant herein, is the Director of Fibtel Telecom Solutions.
       3.3 Based on the representation made by Fibtel Telecom Solutions,
           the respondent had agreed to provide the required services,
           whereupon the parties entered into a Service Agreement, vide
           which Fibtel Telecom Solutions had to pay Rs. 14,00,000/- as
           fixed monthly recurring charges to the respondent. It is the thus
           the case of the respondent that Fibtel Telecom Solutions owes
           a sum of Rs. 2,55,08,309/-, in lieu of the service provided to
           it by the respondent.
       3.4 However, the grievance of the respondent is that in-spite of
           regular follow-ups and reminders, Fibtel Telecom Solutions
           failed and neglected to clear the respondent’s dues. Only
           thereafter, upon repeated demands made by the respondent,
           Fibtel Telecom Solutions furnished five post-dated cheques to
           the complainant, on 17 th June 2016, details of which are as
           given below:

             Sr. No.    Cheque No.       Cheque Dated Cheque Amount
                1          414199          25.06.2016        Rs. 25,00,000/-
                2          414196          31.08.2016        Rs. 50,00,000/-
                3          414204          31.08.2016        Rs. 80,00,000/-
                4          414195          31.07.2016        Rs. 45,00,000/-
                5          414205          30.09.2016        Rs. 80,00,000/-
[2024] 3 S.C.R.                                                    651

         Susela Padmavathy Amma v. M/S Bharti Airtel Limited


     3.5 On deposit of the cheque mentioned at Sr. No. 1 in the table,
         bearing cheque no. 414199 and dated 25th June 2016, by the
         respondent, the said cheque was returned to it unpaid with
         reason “payment stopped by drawer”. Aggrieved thereby, the
         respondent issued a legal notice to Fibtel Telecom Solutions,
         on receipt of which & following an oral agreement between
         them, a payment schedule was agreed to and a cheque for an
         amount of Rs. 25,00,000/- drawn by Fibtel Telecom Solutions
         was honoured by it. However, when the complainant deposited
         the remaining four cheques as mentioned at Sr. No. 2 to 5 in
         the table, the same were returned to it unpaid with reason
         “payment stopped by drawer”. Details of deposit & return of
         cheques are as given below:

            Cheque Cheque          Cheque        Legal        Reply
              No.  Presented      Returned       Notice
                      On             On
            414196 23.09.2016 26.09.2016 13.10.2016 12.11.2016
            414204 23.09.2016 26.09.2016 13.10.2016 12.11.2016
            414195 25.10.2016 26.10.2016 09.11.2016          No reply
            414205 17.10.2016 18.10.2016 10.11.2016 29.11.2016

     3.6 Accordingly, the respondent filed two complaints under Section
         190(i)(a) of the Code of Criminal Procedure, 1973 (“CrPC” for
         short) for offences punishable under Section 138 & 142 of the
         N.I. Act, being C.C. No. 3151 of 2017 dated 30th November, 2016
         and C.C. No. 3150 of 2017 dated 23rd December, 2016, before
         the learned XVIII Metropolitan Magistrate, Saidapet, Chennai.
     3.7 Both the complaints have been filed against three accused
         persons namely, Fibtel Telecom Solutions, arrayed as Accused
         No. 1; Manju Sukumaran Lalitha, arrayed as Accused No. 2 &
         Susela Padmavathy Amma, the appellant herein, arrayed as
         Accused No. 3.
     3.8 Accused No. 3, who is a female senior citizen and the Director
         of Fibtel Telecom Solutions, filed Crl. O.P. No. 3470 of 2019
         against C.C. No. 3151 of 2017 & Crl. O.P. No. 5767 of 2019
         against C.C. No. 3150 of 2017, before the High Court under
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              Section 482 of the CrPC for quashing of the criminal complaints
              qua her.
       3.9 Vide impugned judgment and order, dated 26th April, 2022, the
           High Court dismissed Crl. O.P. Nos. 3470 & 5767 of 2019 and
           Crl. M.P. Nos. 2224, 2225 & 3255 of 2019, but directed the
           concerned trial court to dispose of the case within a period of
           three months.
       3.10 Aggrieved by the rejection of the petition for quashing of criminal
            complaints, the appellant herein filed the present appeal.
       3.11 Vide order dated 12 th December 2022, this Court had issued
            notice and stay of further proceedings qua the appellant was
            granted.
4.     We have heard Shri Manoj V. George, learned counsel for the
       appellant and Shri Lakshmeesh S. Kamath, learned counsel appearing
       for the respondent.
5.     Shri Manoj V. George, learned counsel for the appellant submitted
       that the appellant is an aged-lady and was not involved in the day-to-
       day affairs of the Company. It is submitted that even in the complaint
       there are no averments that the appellant was in-charge of day-to-
       day affairs of the Company. It is further submitted that the appellant
       was also not a signatory to the cheque in question. It was only the
       accused No.2 who was the signatory to the cheque. It is, therefore,
       submitted that the High Court has grossly erred in not allowing the
       petition for quashing of criminal complaints qua the appellant. Learned
       counsel relied on the judgments of this Court in the cases of N.K.
       Wahi vs. Shekhar Singh and others1, S.M.S. Pharmaceuticals
       Ltd. vs. Neeta Bhalla and another2 Ashoke Mal Bafna vs. Upper
       India Steel Manufacturing and Engineering Company Limited3,
       Krishi Utpadan Mandi Samiti and others vs Pilibhit Pantnagar
       Beej Ltd. and another4 and Laxmi Dyechem vs. State of Gujarat
       and others5 in support of his submissions.


1    [2007] 3 SCR 883 : (2007) 9 SCC 481
2    [2005] Suppl. 3 SCR 371 : (2005) 8 SCC 89
3    (2018) 14 SCC 202
4    [2003] Suppl. 6 SCR 344 : (2004) 1 SCC 391
5    [2012] 11 SCR 466 : (2012) 13 SCC 375
[2024] 3 S.C.R.                                                               653

           Susela Padmavathy Amma v. M/S Bharti Airtel Limited


6.    Shri Lakshmeesh S. Kamath, learned counsel for the respondent,
      on the contrary, submitted that the learned judge of the High Court
      has rightly, after considering the material on record, dismissed the
      petition for quashing of criminal complaints qua the appellant. It is
      submitted that the grounds raised are the defense of the accused
      and it can only be raised at the stage of the trial. It is, therefore,
      submitted that no interference is warranted in the present appeal.
7.    In the case of State of Haryana vs. Brij Lal Mittal and others6,
      this Court observed thus:
             “8. Nonetheless, we find that the impugned judgment of
             the High Court has got to be upheld for an altogether
             different reason. Admittedly, the three respondents were
             being prosecuted as directors of the manufacturers with
             the aid of Section 34(1) of the Act which reads as under:
                     “34. Offences by companies.—(1) Where an offence
                     under this Act has been committed by 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 such person liable to
                            any punishment provided in this Act if he proves
                            that the offence was committed without his
                            knowledge or that he exercised all due diligence
                            to prevent the commission of such offence.”
             It is thus seen that the vicarious liability of a person for
             being prosecuted for an offence committed under the Act
             by a company arises if at the material time he was in
             charge of and was also responsible to the company for
             the conduct of its business. Simply because a person is a
             director of the company it does not necessarily mean that


6    [1998] 3 SCR 104 : (1998) 5 SCC 343
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            he fulfils both the above requirements so as to make him
            liable. Conversely, without being a director a person can
            be in charge of and responsible to the company for the
            conduct of its business. From the complaint in question
            we, however, find that except a bald statement that the
            respondents were directors of the manufacturers, there is
            no other allegation to indicate, even prima facie, that they
            were in charge of the company and also responsible to
            the company for the conduct of its business.”
8.     It could thus be seen that this Court had held that simply because
       a person is a director of the company, it does not necessarily mean
       that he fulfils the twin requirements of Section 34(1) of the said Act
       so as to make him liable. It has been held that a person cannot be
       made liable unless, at the material time, he was in-charge of and
       was also responsible to the company for the conduct of its business.
9.     In the case of S.M.S. Pharmaceuticals Ltd. (supra), this Court was
       considering the question as to whether it was sufficient to make the
       person liable for being a director of a company under Section 141
       of the Negotiable Instruments Act, 1881. This Court considered the
       definition of the word “director as defined in Section 2(13) of the
       Companies Act, 1956. This Court observed thus:
            “8. ....... There is nothing which suggests that simply by
            being a director in a company, one is supposed to discharge
            particular functions on behalf of a company. It happens
            that a person may be a director in a company but he may
            not know anything about the day-to-day functioning of the
            company. As a director he may be attending meetings of
            the Board of Directors of the company where usually they
            decide policy matters and guide the course of business
            of a company. It may be that a Board of Directors may
            appoint sub-committees consisting of one or two directors
            out of the Board of the company who may be made
            responsible for the day-to-day functions of the company.
            These are matters which form part of resolutions of the
            Board of Directors of a company. Nothing is oral. What
            emerges from this is that the role of a director in a company
            is a question of fact depending on the peculiar facts in
            each case. There is no universal rule that a director of
[2024] 3 S.C.R.                                                            655

          Susela Padmavathy Amma v. M/S Bharti Airtel Limited


            a company is in charge of its everyday affairs. We have
            discussed about the position of a director in a company in
            order to illustrate the point that there is no magic as such
            in a particular word, be it director, manager or secretary.
            It all depends upon the respective roles assigned to the
            officers in a company. .....”
10. It was held that merely because a person is a director of a company,
    it is not necessary that he is aware about the day-to-day functioning
    of the company. This Court held that there is no universal rule that
    a director of a company is in charge of its everyday affairs. It was,
    therefore, necessary, to aver as to how the director of the company
    was in charge of day-to-day affairs of the company or responsible
    to the affairs of the company. This Court, however, clarified that
    the position of a managing director or a joint managing director
    in a company may be different. This Court further held that these
    persons, as the designation of their office suggests, are in charge of
    a company and are responsible for the conduct of the business of
    the company. To escape liability, they will have to prove that when
    the offence was committed, they had no knowledge of the offence
    or that they exercised all due diligence to prevent the commission
    of the offence.
11. In the case of Pooja Ravinder Devidasani vs. State of Maharashtra
    and another7 this Court observed thus:
            “17. ....... Every person connected with the Company will
            not fall into the ambit of the provision. Time and again, it
            has been asserted by this Court that only those persons
            who were in charge of and responsible for the conduct of
            the business of the Company at the time of commission
            of an offence will be liable for criminal action. A Director,
            who was not in charge of and was not responsible for the
            conduct of the business of the Company at the relevant
            time, will not be liable for an offence under Section 141 of
            the NI Act. In National Small Industries Corpn. [National
            Small Industries Corpn. Ltd. v. Harmeet Singh Paintal,
            (2010) 3 SCC 330 : (2010) 1 SCC (Civ) 677 : (2010) 2


7   [2014] 14 SCR 1468 : (2014) 16 SCC 1
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       SCC (Cri) 1113] this Court observed: (SCC p. 336, paras
       13-14)
       “13. Section 141 is a penal provision creating vicarious
       liability, and which, as per settled law, must be strictly
       construed. It is therefore, not sufficient to make a bald
       cursory statement in a complaint that the Director (arrayed
       as an accused) is in charge of and responsible to the
       company for the conduct of the business of the company
       without anything more as to the role of the Director. But the
       complaint should spell out as to how and in what manner
       Respondent 1 was in charge of or was responsible to the
       accused Company for the conduct of its business. This is
       in consonance with strict interpretation of penal statutes,
       especially, where such statutes create vicarious liability.
       14. A company may have a number of Directors and to
       make any or all the Directors as accused in a complaint
       merely on the basis of a statement that they are in charge
       of and responsible for the conduct of the business of
       the company without anything more is not a sufficient or
       adequate fulfilment of the requirements under Section 141.”
                                            (emphasis in original)
       18. In Girdhari Lal Gupta v. D.H. Mehta [Girdhari Lal Gupta
       v. D.H. Mehta, (1971) 3 SCC 189 : 1971 SCC (Cri) 279 :
       AIR 1971 SC 2162] , this Court observed that a person “in
       charge of a business” means that the person should be in
       overall control of the day-to-day business of the Company.
       19. A Director of a company is liable to be convicted for
       an offence committed by the company if he/she was in
       charge of and was responsible to the company for the
       conduct of its business or if it is proved that the offence
       was committed with the consent or connivance of, or was
       attributable to any negligence on the part of the Director
       concerned (see State of Karnataka v. Pratap Chand [State
       of Karnataka v. Pratap Chand, (1981) 2 SCC 335 : 1981
       SCC (Cri) 453] ).
       20. In other words, the law laid down by this Court is that
       for making a Director of a company liable for the offences
[2024] 3 S.C.R.                                                              657

          Susela Padmavathy Amma v. M/S Bharti Airtel Limited


            committed by the company under Section 141 of the NI
            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.
            21. In Sabitha Ramamurthy v. R.B.S. Channabasavaradhya
            [Sabitha Ramamurthy v. R.B.S. Channabasavaradhya,
            (2006) 10 SCC 581 : (2007) 1 SCC (Cri) 621] , it was held
            by this Court that: (SCC pp. 584-85, para 7)
            “7. ... it is not necessary for the complainant to specifically
            reproduce the wordings of the section but what is required
            is a clear statement of fact so as to enable the court to
            arrive at a prima facie opinion that the accused is vicariously
            liable. Section 141 raises a legal fiction. By reason of the
            said provision, a person although is not personally liable for
            commission of such an offence would be vicariously liable
            therefor. Such vicarious liability can be inferred so far as a
            company registered or incorporated under the Companies
            Act, 1956 is concerned only if the requisite statements,
            which are required to be averred in the complaint petition,
            are made so as to make the accused therein vicariously
            liable for the offence committed by the company.”
                                                    (emphasis supplied)
            By verbatim reproducing the words of the section without
            a clear statement of fact supported by proper evidence,
            so as to make the accused vicariously liable, is a ground
            for quashing proceedings initiated against such person
            under Section 141 of the NI Act.”
12. It could thus clearly be seen that this Court has held that merely
    reproducing the words of the section without a clear statement of
    fact as to how and in what manner a director of the company was
    responsible for the conduct of the business of the company, would
    not ipso facto make the director vicariously liable.
13. A similar view has previously been taken by this Court in the case
    of K.K. Ahuja vs. V.K. Vora and another8.


8   [2009] 9 SCR 1144 : (2009) 10 SCC 48
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14. In the case of State of NCT of Delhi through Prosecuting Officer,
    Insecticides, Government of NCT, Delhi vs. Rajiv Khurana9, this
    Court reiterated the position thus:
            “17. The ratio of all these cases is that the complainant
            is required to state in the complaint how a Director who
            is sought to be made an accused, was in charge of the
            business of the company or responsible for the conduct of
            the company’s business. Every Director need not be and
            is not in charge of the business of the company. If that
            is the position with regard to a Director, it is needless to
            emphasise that in the case of non-Director officers, it is
            all the more necessary to state what were his duties and
            responsibilities in the conduct of business of the company
            and how and in what manner he is responsible or liable.”
15. In the case of Ashoke Mal Bafna (supra), this Court observed thus:
            “9. To fasten vicarious liability under Section 141 of the
            Act on a person, the law is well settled by this Court in a
            catena of cases that the complainant should specifically
            show as to how and in what manner the accused was
            responsible. Simply because a person is a Director of a
            defaulter Company, does not make him liable under the
            Act. Time and again, it has been asserted by this Court
            that only the person who was at the helm of affairs of
            the Company and in charge of and responsible for the
            conduct of the business at the time of commission of
            an offence will be liable for criminal action. (See Pooja
            Ravinder Devidasani v. State of Maharashtra [Pooja
            Ravinder Devidasani v. State of Maharashtra, (2014) 16
            SCC 1 : (2015) 3 SCC (Civ) 384 : (2015) 3 SCC (Cri)
            378 : AIR 2015 SC 675].)
            10. 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 Act, there must be specific averments against
            the Director showing as to how and in what manner the


9   [2010] 9 SCR 387 : (2010) 11 SCC 469
[2024] 3 S.C.R.                                                           659

           Susela Padmavathy Amma v. M/S Bharti Airtel Limited


             Director was responsible for the conduct of the business
             of the Company.”
16. A similar view has been taken by this Court in the case of Lalankumar
    Singh and others vs. State of Maharashtra10 to which one of us
    (B.R. Gavai, J.) was a party.
17. In the light of this settled legal position, let us examine the averments
    made in the complaints.
18. It will be relevant to refer to para 16 of the complaint bearing No.
    CC 3151/2017 filed by the respondent before the Court of XVIII
    Metropolitan Magistrate, Saidapet, Chennai dated 30th November
    2016, which reads thus:
             “16. The Complainant states that the Accused has an
             intention of cheating the Complainant. The 2nd and 3rd
             Accused herein has no intention to pay the dues that
             they owe to the Complainant. Instead, making the
             complainant believe that the same would be paid and
             through which trying to push the liability to future. It is
             also pertinent to note that the 2nd and 3rd of the Accused
             herein are the Directors, promoters of the 1st Accused
             being the Company. The 2 nd of the Accused herein
             is the authorized signatory, who is in-charge of and
             responsible for the day to day affairs of the Company,
             the 1st Accused.”
19. It can thus be seen that the only allegation against the present
    appellant is that the present appellant and the accused No.2 had
    no intention to pay the dues that they owe to the complainant. It is
    stated that the 2 nd accused and the 3rd accused (appellant herein)
    are the Directors, promoters of the 1st accused being the Company.
    It is further averred that the 2 nd accused is the authorized signatory,
    who is in-charge of and responsible for the day-to-day affairs of the
    Company, i.e., the 1st accused.
20. It can thus be clearly seen that there is no averment to the effect
    that the present appellant is in-charge of and responsible for the
    day-to-day affairs of the Company. It is also not the case of the


10   [2022] 14 SCR 573 : 2022 SCC OnLine SC 1383
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       respondent that the appellant is either the Managing Director or the
       Joint Managing Director of the Company.
21. It can thus clearly be seen that the averments made are not sufficient
    to invoke the provisions of Section 141 of the N.I. Act qua the appellant.
22. In the result, we find that the present appeals deserve to be allowed.
    It is ordered accordingly. The judgment and order passed by the
    High Court dated 26th April, 2022 is quashed and set aside. The
    proceedings in CC Nos. 3151 and 3150 of 2017 on the file of learned
    XVIII Metropolitan Magistrate, Saidapet, Chennai (now transferred to
    the learned Metropolitan Magistrate, Fast Track Court-III, Saidapet,
    Chennai) in connection with the offence punishable under Section
    138 read with Section 142 of the N.I. Act are quashed and set aside
    qua the present appellant.


       Headnotes prepared by: Ankit Gyan                   Result of the case:
                                                             Appeals allowed.