at the time of offence was incharge of, and was responsible to
the company for the conduct of the business of the company as
well as the company can be held to be guilty of the offence.
Therefore, when the person committing an offence under section
138 is a company, unless the requirements of sub section 1 of
section 141 are satisfied, other person cannot be held to be
guilty of the offence. That is why the Apex Court has held
that the aforesaid averments are condition precedent for
proceeding against such persons. The only allegation against
the Applicant is that he was actually involved in the affairs
of the company. As per the requirement of sub section 1 of
section 141, mere active involvement in the company affairs is
not sufficient. What is required is that the person has to be
incharge of and responsible to the company for the conduct of
its business at the relevant time. Mere involvement of a
person in the affairs of the company will not be sufficient to
proceed against the person by invoking section 141 of the said
Act. Admittedly, in the present case, the petitioner is not a
director of the company and he is not a signatory to the
cheques in question. Reliance placed on the case of N.
Rangachary (supra) will not help the petitioner as in the
complaint subject matter of the said case, there was a
specific averment made against the accused that they were
incharge of, and responsible for the conduct of the business
of the company.
