ORDER T. Ch. Surya Rao, J.

1. The petitioners seek to invoke the inherent jurisdiction of this Court under Section 482 of the Criminal Procedure Code ('the Code' for brevity) for quashing the criminal proceedings initiated against them by the first respondent herein.

2. Although some of the parties are different and some are same, as common questions of law an; involved all these petitions can be disposed of together.

Criminal Petition Nos. 4432 to 4439 of 1999 :

3. The factual matrix, which is germane, for effective adjudication of the matter, may be set forth thus :

The first petitioner-M/s. Avon Industries Limited is a company duly incorporated under the provisions of the Companies Act. The second petitioner is its Managing Director, the third petitioner is its Joint Director, and the fourth petitioner is its Executive Director. The first respondent is also a company duly incorporated under the provisions of the Companies Act. The first respondent-company has been carrying on business as corporate financiers. The first petitioner-company obtained finance from the first respondent-company for the purposes of its business. In discharge of the said debt and towards part payment of the amounts due, the first petitioner- company issued various cheques drawn on Canara Bank, Basheerbagh Branch, Hyderabad, in favour of the first respondent-company. When the first respondent-company at the request of petitioners presented those cheques for clearance, those cheques were bounced. The first respondent-company, therefore, got statutory notices issued to the petitioners calling upon to pay the amounts covered by the dishonoured cheques within 15 days from the date of receipt of the said statutory notices. The first petitioner-company received the said notices, whereas the petitioners 2 to 4 refused to receive the said notices. The first respondent-company, therefore, filed the criminal complaints against the petitioners 2 to 4 along with the company for the offence punishable under Section 138 read with Section 142 of the Negotiable Instruments Act ('the Act' for brevity). The petitioners 2 to 4 appeared before the Magistrate pursuant to the summons issued in those criminal cases and moved this Court, as aforesaid, for quashing the proceedings initiated against them.

4. The first respondent-company resisted these petitions.

5. As can be seen from the above facts, the petitioners launched a three-prolonged attack against the first respondent-company, which initiated the criminal proceedings against the petitioners, namely, (i) that in view of the liquidation proceedings initiated against the company, it is the company Court alone that has jurisdiction and the provisions of the Companies Act will prevail over the provisions of the Negotiable Instruments Act; (ii) that Section 22 of the Sick Industry (Special Provisions) Act, 1985 bars criminal proceedings;, and (iii) that since no specific averments or allegations have been made against the petitioners 2 to 4 specifying their involvement, the prosecution launched against them under Section 138 of the Act should fail.

6. Although these points are discernible from the averments made in the petitions, the first point has not been pressed very much at the time of the arguments. Even otherwise, there is no difficulty in answering the same. Inasmuch as Section 138 of the Act has been incorporated into the Negotiable Instruments Act so as to see the banking transactions run smoothly a deemed offence has been created under the statute, the penal consequences cannot be escaped on the premises that it is the Company Court alone that has jurisdiction and the provision of the Companies Act wilt prevail over the provisions of the Negotiable Instruments Act. There is no legal basis for such a contention and, therefore, it merits no consideration.

7. Turning to the second point, the law on the point is no more res Integra in view of the judgment of the Apex Court in Kusum Ingots and Alloys Ltd. v. Pennar Paterson Securities Limited,. The Apex Court held in that case that the pendency of the proceedings before the BIFR is no bar for the criminal prosecution. Obviously, in this case, the BIFR has not passed any orders by the date of the offences said to have been committed in this case. In view of the clear exposition of law by the Apex Court in the said judgment, the second ground even is not available to the petitioners.

8. Appropos the third ground of lack of specific averments in the complaints showing the involvement of the petitioners 2 to 4, it needs to be addressed in view of the lengthy arguments addressed on the point on either side.

9. The precise point that falls for determination is as to whether in the absence of the specific averments made in the complaints that the Directors of the company were incharge of and were responsible for the business of the company, any prosecution can be maintained against the Directors of the company. Although the point seems to be short, but arises day in and day out and is baffling the minds of the Court eluding any precise criteria to be followed for an effective adjudication of the issue. There has been divergence or cleavage of opinion on the aspect, which has further compounded the problem. Section 138 of the Act is apposite here to be considered at the outset for brevity and better understanding of the matter. Section 138 of the Act reads as hereunder thus;

"138. Dishonour of cheque for insufficiency, etc. of funds in the account.--Where any cheque drawn by a person on an account maintained by him with a Banker for payment of any amount of money to another person from out of that account for the discharge, in whole or in part, of any debt or other liability, is returned by the Bank unpaid either because of the amount of money standing to the credit of that account is insufficient to honour the cheque or that it exceeds the amount arranged to be paid from that account by an agreement made with that Bank, such person shall be deemed to have committed an offence and shall, without prejudice to any other provision of this Act, be punished with imprisonment for a term which may extend to one year, or with fine which may extend to twice the amount of the cheque, or with both."

Section 141 of the Act is yet another provision, which requires to be adverted to in the context. Section 141 of the Act reads as hereunder :

"141. Offences by companies--(I) 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.

(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."

10. From a glance at the above provisions, it is obvious that the Act has created a deemed offence under a legal fiction, whenever a cheque drawn by a person on an account maintained by him is bounced either for insufficiency of the funds in the account or it exceeds the arrangements made. It is apparent that the person who has drawn the cheque on an account maintained by him alone is liable in the event of bouncing of the cheque later. The Act has not envisaged any penal consequences for an attempt, abetment, and conspiracy to commit the said offence. In other words, no vicarious liability has been envisaged under the Act except the person who has drawn the cheque. However, a situation where the person happens to be a company, it has been taken care of under Section 14 of the Act. From a perusal of the said provision, three categories of persons can be discerned, who could be brought within the purview of the penal liability through the legal fiction envisaged in the said Section and they are (i) the company which Committed the offence; (ii) every one who is in-charge of and is responsible for the business of the company; and (iii) any other person who is a Director or a Manager or a Secretary or Officer of the company with whose connivance or due to whose negligence the company has committed the offence. Thus, when the drawer of the cheque who falls within the ambit of Section 138 of the Act is human being or a body corporate, or even a firm, the criminal proceedings can be initiated against such drawer. When the company is the drawer of the cheque, such company is the principal offender, and the remaining persons are made offenders by virtue of the legal fiction created by the Legislature as per the said section. The actual offence should be committed by the company and then alone the other two categories would also become liable for the offence. Vide Anil Hada v. Indian Acrylic Limited, IV (1999 (CCR 285 (SC)=X (1999) SLT1=II (1999) BC 170=1999(7) Scale 209. Relying on the said judgment, I had an occasion to hold the same in Mohd. Isaq Gulsani v. J. Rajamouli and Anr., in Criminal Petition No. 3464 of 2000 dated 17.1! .2000. That was a case where the question arose was as to whether the Directors of the company could be proceeded when no proceedings were taken against the company. The Apex Court held that the provisions of the Act do not contain a condition that the prosecution of a company is sine qua non for prosecution of other persons, but actual offence should have been committed by the company and then alone the other two categories of persons could also become liable for the offence.

11. In Sheoratan Agarwal and Anr. v. State of Madhya Pradesh, , the Apex Court while interpreting the provisions of Section 10 of the Essential Commodities Act which are in pari materia with Section 141 of the Negotiable Instruments Act in the middle of para 5 of its judgment held as follows :

"The section appears to our mind to be plain enough. If the contravention of the order made under Section 3 is by a company, the persons who may be held guilty and punished are : (1) the company itself; (2) every person who, at the time the contravention was committed, was in-charge of and was responsible to, the company for the conduct of the business who for short we will describe as the person-in-charge of the company, and (3) any Director, Manager, Secretary or other Officer of the company with whose consent or connivance or because of neglect attributable to whom for short we shall describe as an officer of the company. Anyone or more or all of them may be prosecuted and punished. The company alone may be prosecuted. The person-

in-charge only may be prosecuted, The conniving officer may individually be prosecuted. One, some or all may be prosecuted. There is no statutory compulsion that the person-in-charge or an officer of the company may not be prosecuted unless he be ranged alongside the company itself. Section 10 indicates the person who may be prosecuted where the contravention is made by the company. It does not lay down any condition that the person-in-charge or an officer of the company may not be separately prosecuted if the company itself is not prosecuted. Each or any of them may be separately prosecuted or along with company. Section 10 lists the persons who may be held guilty and punished when it is a company that contravenes an order made under Section 3 of the Essential Commodities Act."

The Apex Court in Sheoratan Agarwal's case (supra) sought to explain its earlier(sic) a three-Judge judgment in State of Madras v. C.V. Parekh, . In fact, there is yet another judgment of the Apex Court rendered in U.P. Pollution Control Board v. Modi Distillery and Others, AIR 1998 SC 1128. However, in Anil Hada's case the Supreme Court held that the observations made in U.P. Pollution Control Board v. M/s. Modi Distillery and Others (supra) was an orbiter. The Apex Court further proceeded to conclude that the law on the point was specifically discussed and dealt in Sheoratan Agarwal's case (supra) with which it was in respectful agreement. Therefore, the ratio in Sheoratan Agarwal's case (supra) becomes the binding precedent. ,

12. In U.P. Pollution Control Board v. Mohan Meakins Limited, , Section 47 of the Water (Prevention and Control of Pollution) Act, 1974--a provision which is akin to Section 141 of the Negotiable Instruments Act-came up for consideration before the Supreme Court when M/s. Mohan Meakins Limited was arrayed as the first accused, the Directors of the said company were arrayed as A-2 to A-10 and the Manager of the company was arrayed as A-11. The Supreme Court considered the issue and held that in the context what was to be looked at during the stage of process was whether there were allegations in the complaint by which the Managers or Directors of the company could also be proceeded against when the company was alleged to be guilty of the offence. When two earlier judgments of the Apex Court were sought to be relied upon in this context, namely. Municipal Corporation of Delhi v. Ram Kishan Rohtagi, and Municipal Corporation of Delhi v. Purshotam Das Jhunjunwala, , the Apex Court held that neither of the above decisions had laid down a legal proposition which could be of any use to the respondents in that case for contending that the Directors of the company could not be prosecuted for the offence alleged. In para 11 of the said judgment it has been held thus:

"Where an offence under the Act has been committed by a company, every person who was incharge of and was responsible to the company for the conduct of the business is also made guilty of the offence by the statutory creation. Any Director, Manager, or other Officer of the company, who has consented to or connived in the commission of said offence, is made liable for the punishment of the offence. This is clearly discernible from Section 47 of the Act."

In para 12 of the said judgment, the Apex Court extracted some of the averments made in the complaint, which may profitably be extracted hereunder thus :

"That the accused persons from 2 to 11 are Director/Managers/Partners of M/s. Mohan Meakins Distillery, Daliganj, Lucknow, as mentioned in this complaint are responsible for constructing the proper works and plant for the treatment of their highly polluting trade effluent so as to conform to the standard laid down by the Board. Aforesaid accused persons are deliberately avoiding to abide by the provisions of Sections 24 and 26 of the aforesaid Act which are punishable respectively under Sections 43 and 44 of the aforesaid Act, for which not only the company but its Directors, Managers, Secretary and all other responsible officers of the company, responsible for the conduct of its business are also liable in accordance with the provisions of Section 47 of the Act."

The involvement of the Directors, etc. and their avoidance to comply with the provisions of the Act Can thus clearly be seen, The Supreme Court in para 8 of the said judgment has categorically referred to by extracting the relevant observation of the Allahabad High Court made in the impugned judgment before it as under :

"In the present case the revisionist has not been able to show that the Directors (Opp. Parties 5 to 13) were incharge of or responsible to the company for the conduct of the business of the company. No effort was made at the hearing before this Court to show that such allegations were contained in the complaint filed by the revisionist."

The said observation of the High Court was not accepted by the Supreme Court at the end and the impugned judgment of the High Court was set aside by it, Ultimately, the Apex Court in the said judgment held that the Directors of the company were also liable.

13. Very recently in K.P.C. Nair v. Jindal Menthol India Limited, IV (2000) CCR 100 (SC)=VII (2000) SLT 189=2000(6) Scale 578, the Apex Court had an occasion to deal with the provisions of Sections 138 and 141 of the Act. In para 6 of its judgment, the Apex Court extracted the relevant averments made in the complaint against the appellant therein and proceeded to observe that nowhere it was stated that on the date when the offence was alleged to have been committed the appellant was in-charge of or was responsible to the accused-company for the conduct of its business. The Supreme Court then extracted Section 141 of the Act and in para 8 after such consideration it proceeded to observe as under:

"It follows that a person other than the company can be proceeded against under those provisions only if that person was incharge of and was responsible to the company for the conduct of its business."

In view of the peculiar facts in that case, the Apex Court had considered Sub-section (1) of Section 141 of the Act alone. That was a case where the appellant K.P.G. Nair was one of the Directors of the company. The allegations made in the complaint were to the following effect:

"That the accused No. 1 is the company, the accused No. 2 is the whole time Chairman, the accused No. 3 is one of the Directors, who signed the share certificates on the date of issuance of the same and the three cheques which were issued to the complainant for the payment of the value of the preferential shares on the date of maturity. Accused Nos. 4 and 5 are the signatories of all the three cheques. All the accused persons hatched a conspiracy with a mala fide intention to deceive the complainant to the tune of Rs. 57 lakhs, thereby committing an offence of cheating and are liable to be punished under Sections 420/120-B, IPC. All the accused persons are also responsible for the dishonourment of the cheques under the Negotiable Instruments Act and all are liable to be punished for the offences committed under Section 138, Negotiable Instruments Act. All the accused persons have failed to make the payment of the dishonoured cheques despite the legal notice which was sent by registered post."

When the appellant filed petition under Section 482 of the Code to quash the proceedings against him, the Delhi High Court dismissed the same taking the view that the averments made in the complaint read along with the statement of the witness, prima facie go to show that at the relevant time the appellant being the Director of the accused-company was also in-charge of and was responsible for the business of the company. However, that view was not found favour with the Apex Court. While parting with case, the Apex Court made it clear that "the words of Section 141(1) need to be incorporated in a complaint as magic words but it cannot also be disputed that substance of the allegations read as a whole should answer and fulfil the requirements of the ingredient of the said provision (for being proceeded against for an offence which he is alleged to have committed)". Then the Supreme Court observed that on the above premise it was clear that the allegations made in the complaint did not either in express words or with reference to the allegations contained therein make out a case that at the time of commission of the offence, the appellant was incharge of and was responsible to the company for the conduct of its business.

14. Across the bar, the following judgments have been cited by the learned Counsel on either side placing reliance upon their respective contentions :

(1) Asith Kumar Mukherjee and Ors. v. T.T.K. Pharma Ltd., 2000(2) ALT (Crl.) 128 (AP);

(2) Rohinton Noria v. NCC Finance Ltd., Hyderabad and Anr., 2000(2) ALT (Crl) 27;

(3) B. Lakshmi v. Trishul Coal Services and Transporters, IV (1997) CCR 349=1997 Crl.L.J. 3616;

(4) Sivamani Spinning Mills Limited v. Sri Ganapathi Cotton Traders, Unreported judgment of this Court dated 18.9.2000 in Criminal Petition No. 1226 of 2000;

(5) P. Shantha Moorthy v. State of A.P. and Anr., Unreported Judgment of this Court dated 31. 8.200 in Criminal Petition No. 348 of 2000;

(6) S.T. Ganapathi Mudaliar v. State of A.P. and Anr., Unreported judgment of this Court dated 31.8.2000 in Criminal Petition No. 349 of 2000;

(7) N. Laxman and Ors. v. Sri Shanukha Cotton Traders, 1998 (2) ALT (Crl.) 494;

(8) Rachana Flour Mills Pvt. Ltd. v. Lalchand Bhangadiya, 1985 (2) ALT 508;

(9) Secunderabad Health Care v. Secunderabad Hospital, .

15. It is not necessary nor expedient here to refer various judgments rendered by this Court and other High Courts as well on the point in detail so as to dilate (unduly?) burden on the judgment anymore, in view of the clear exposition of law that is discernible from a conspectus of the judgments of the Apex Court referred to supra.

16. From the conspectus of the above judgments of the Apex Court, what emerges is that whenever the offender punishable under Section 138 of the Act is a juristic person, the offender as well as the persons, who are incharge of and are responsible to the affairs of the company and the persons with whose consent or connivance or because of negligence attributable to them the offence has been committed, may be prosecuted and punished. The juristic person alone may be prosecuted. The person-in-charge only may be prosecuted. The conniving Officer may individually be prosecuted. One, some or all may be prosecuted. But, before prosecuting them, there must be an accusation against them which shall be discernible either from the averments made in the complaint or from the averments made in the charge-sheet and the statements and the other documents annexed therewith, inasmuch as it is now settled that the essential ingredients constituting the offence should be reflected either in the complaint or the averments made in the charge-sheet or other documents annexed therewith. The magic words incorporated in Section 141 of the Act or the penal provisions need not be reproduced in the complaint or the charge-sheet, as the case may be verbatim. Suffice the substance of the allegations read as a whole would answer and fulfil the requirements of the said provisions. Whether the averments made in the complaint or the charge-sheet would answer the requirements of the relevant penal provisions, again would depend upon the facts of the case and it differs from case to case. It shall be the endeavour of the Court to see that the quintessence of the penal provisions or other relevant provisions of the Act germane in the context for consideration are discernible from the averments made in the complaint by reading the complaint or the charge-sheet as a whole and the Courts are not expected to proceed in a pedantic way to see whether the magic words are produced or not verbatim in the complaint or the charge-sheet and the other documents annexed therewith.

17. While there is no legal bar to prosecute the juristic person as well as the other two categories of persons enumerated in Section 141 of the Act, it is open to the second category of persons, namely, the persons who at the time the offence was committed were incharge of and were responsible to the company for the conduct of the business of the company to prove that the offence has been committed without their knowledge or that they have exercised all due diligence to prevent the commission of such offence. In the event of such proof on their part, they can be absolved from any penal liability. Apropos the third category of persons, the complainant is obligated to prove that the offence has been committed with the consent or connivance of such persons, or on account of their negligence the offence has been committed. In other words their involvement in one form or other which culminated in the perpetration of the offence enjoined under Section 138 of the Act shall be shown. While in the second category of persons even if they are incharge of and are responsible to the affairs of the company a defence is open to them to show the offence is committed, without their knowledge or that they have exercised all due diligence to prevent the crime, but in respect of third category of persons no such defences open and their liability is regardless of the fact that they are not incharge of nor responsible to the company for the conduct of the business of the company. Of course, their liability depends upon the proof of their connivance or neglect attributable to them. Perhaps, that is the reason why a similar provision like the proviso under Sub-section (1) has not been incorporated underneath Sub-section (2) of Section 141 of the Act. Thus, it is obvious that while it is always an obligation on the part of the complainant to prove the necessary ingredients that constitute the offence punishable under Section 138 of the Act on the part of the accused either a natural person or a juristic person, when the juristic person as well as the persons incharge of the affairs of that juristic person are arrayed as accused, it shall be their endeavour to show that the offence has been committed without their knowledge or despite due diligence exercised by them to prevent such offence and when the accused is the third category of persons, namely the Director, Manager, or Secretary or other Officer of the company, again it is the obligation of the complainant to prove the consent or connivance or negligence on their part. Thus, the Section casts in these categories of persons the necessary obligation either on the part of the complainant or on the part of the other persons to establish their case. In fact, the extent of proof required has been considered by the Apex Court in State of Madras v. C.V. Parekh (supra) and held that suspicion could not take the place of proof. However, in this judgment, we are not concerned with the degree of proof that is required and what we are concerned is as to when all or anyone of the three categories of persons can be arrayed as accused. As discussed supra, before arraying them as accused, there must be a perceivable accusation against them symbolising the part played by them, which attracts the offence alleged. When such an accusation is discernible, then arises the question of proof in accordance with the principles of evidence. Before considering the accusation levelled against those persons, the allowance should always be given to ill-drafting and inartistic articulations. It is imperative on the part of the Court to look into the averments made in the complaint as a whole and the quintessence of the same to see whether such a requirement is discernible from those averments albeit they have been so expressly articulated by incorporating the language employed in the statute. Justice shall not suffer on account of ill-drafting or inartistic expressions made in the complaint when the requirements of law are otherwise discernible from the facts alleged in the complaint. That is the reason why, pedantic approach to the problem or viewing the contents in the complaint in a strait-jacket formula is not expected of. Each case has to be considered with reference to the set of facts and circumstances in it, which are peculiar to that case.

18. We shall now proceed to see whether the facts justify the proceedings launched agsint the Directors of the company.

19. The petitioners 2 to 4 being the Managing Director, Joint Managing Director and Executive Director of the first petitioner-company, it is discernible that they were incharge of and were responsible for the business of the first petitioner-company even in the absence of any specific averment in the complaint by virtue of their positions. It is further averred in the complaint that notices have been issued to them and the petitioners 1, 2 and 4 have received the said notices and the third petitioner has managed to return the same and all of them have failed to give any reply. It is further averred that the complainant has got documentary evidence to prove the guilt of the accused and also their liability of amount to be paid to the complainant-company. In view of the same, it cannot be said that the involvement of the petitioners 2 to 4 is not discernible from the averments made in the complaint. Tomorrow if they are able to show that the act alleged has been committed without their knowledge or despite due diligence exercised by them or if the complainant is not able to prove the offence against them that it has been committed with the consent or connivance of or is attributable to any neglect on their part, the necessary consequences would flow but it is difficult at this stage to say that it is an abuse of the process of the Court on facts.

Criminal Petition No. 4206 of 2000 :

20. The petitioners herein are the accused 2 to 4 and 6. It has been specifically averred in para 4 of the complaint that the second accused on behalf of the first accused with the consultation and connivance of the remaining accused 3 to 7 got issued two cheques bearing Nos. 658495 and 658494 both dated 31.5.1999 for an amount of Rs 5,83,662/- and 3,41,285/- respectively. It has been further averred in the same para that the accused issued the cheques with the consent of all other Directors knowing fully well of the fact that there are no sufficient funds in the Bank account of the first accused-company and they have committed the offence punishable under Sections 138, 141 and 142 of the Act. Statutory notices dated 9.6.1999 were got issued and they received on 15.6.1999. These averments made in the complaint specifically show the accusations made against the accused. Accused No. 2 being the Managing Director he represents the first accused-company. Accused No. 5 being the Executive Director, he can legitimately be said to be in-charge of the affairs of the first accused-company. Although, the accused 3, 4, 6 and 7 have not been stated to be in-charge of the business affairs of the company but their connivance has been alleged with the other accused. Of course, it is the subject-matter of proof but it can hardly be said at this stage that they have nothing to do with the first accused-company and the prosecution instituted against them is nothing but an abuse of the process of the Court.

Criminal Petition No, 4087 of 2000 :

21. The petitioners herein are the accused 3, 4, 5, 6 and 8. They are the Directors of the first accused-company of which the second accused is the Managing Director. It has been alleged in the complaint that the accused 2 to 8 are actively conducing business of the first accused-company and they are actively participating in the business affairs of the first accused-company. In para 4 of the complaint, it is further alleged that the accused 3 to 8 are fully aware of the issuance of the cheques and their dishonour and alt the accused have committed the offence punishable under Section 138 of the Act. In the wake of these allegations, it can hardly be said that they have nothing to do with the business affairs of the first accused-company and that they have no knowledge of the issuance of the cheques and no negligence can be attributed to them. As aforediscussed, it is for the complainant to prove what has been alleged and attributed to them in the complaint but at this stage it is not legitimate for them to contend that it is a sheer abuse of the process of the Court.

Criminal Petition No. 2732 of 2000 :

22. The petitioners herein are accused 4 and 5 in the complaint and they are the Directors of the first accused-company of which second accused is yet another Director. It is discernible from the averments made in the complaint that when the complainant pressed the accused for the payment of the amount, a cheque bearing No. 003130 dated 5.2.1998 for an amount of Rs. 1,00,000/- was issued by the second accused on behalf of the first accused-company and accused 3 to 5 Directors. It is specifically averred in para 6 of the complaint that the accused has issued the cheque without sufficient funds and wilfully not arranged for honour of the cheque in Bank account knowingly well of the consequences thereof and, therefore, the accused committed the offence punishable under Section 138(b) of the Act. The averments made in the complaint show that the expression 'accused' has been used against all of them. It is not necessary that notices shall be issued to all the accused and notices issued to the accused-company alone is sufficient. At this stage, therefore it cannot be ruled out the involvement of the Directors in the business affairs of the first accused-company. Therefore, it cannot precisely be said that the petitioners herein were not in-charge of and responsible for the business affairs of the company nor the knowledge and negligence cannot be attributed to them. Therefore, it is difficult from the averments made in the complaint to say that it is a sheer abuse of the process of the Court. As aforediscussed, it is subject-matter of proof and the parties are certainly liable for the consequences of their acts.

23. However, it is open to any of these petitioners in all these cases to seek their discharge by filing appropriate petitions before the respective Court where different considerations would flow and come up for consideration but for quashing the proceedings at this stage. It is now settled that the Courts should be loath and circumspect and they cannot throw away the cases at the threshold unless the cases are Such that going by the averments made in the complaint, no case has been made out against them. The Court should not embark on any enquiry to find out the same.

24. Under the circumstances and for the foregoing reasons, the request of the petitioners herein cannot be accepted.

25. In the result, all these Criminal Petitions must fail and they are dismissed accordingly.