TMI Blog2021 (11) TMI 279X X X X Extracts X X X X X X X X Extracts X X X X ..... ceeded with. Without arraigning the company as an accused, which is imperative, no prosecution could be maintained against the petitioner. Once this Court has unambiguously arrived at a conclusion that the present proceeding initiated against the petitioner has no legs to stand in view of the companies not having been arrayed as a party, the ancillary contentions raised by the petitioner does not require any consideration as the whole prosecution initiated against the petitioner falls down like a pack of cards in the absence of the companies being arrayed as accused. Petition allowed. - Crl. O.P. No. 9482 of 2018, Crl. M.P. Nos. 4884, 4885 of 2018 and 9725 of 2021 - - - Dated:- 26-10-2021 - M. Dhandapani , J. For the Appellant : Santhanaraman For the Respondents : Meiyappan Mohan for P. Wilson Associates ORDER The present petition has been filed for quashment of STC No. 1564/2017 on the file of the learned District Munsif-cum-Judicial Magistrate, Sriperumbudur in a case relating to Section 138 of the Negotiable Instruments Act. 2. It is the case of the the respondent, as could be culled out from the complaint, that the petitioner had approached him ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s individual capacity, more so when the cheques were issued by the authorised signatory of the company, is per se unsustainable and the complaint is liable to be dismissed for non-joinder of parties. 6. In support of his submission, learned counsel appearing for the petitioner relied on the following decisions:- i) Aneeta Hada Vs. Godfather Travels Tours Pvt. Ltd. (2012 (5) SCC 661). ii) Anil Gupta Vs. Star India Pvt. Ltd. Anr. ( 2014 (1) SCC 373) 7. Per contra, learned counsel appearing for the respondent submits that the petitioner has signed the cheques in the capacity of the authorised signatory of the companies and mere mentioning the status of the petitioner either as Director or Partner would not in any way defeat the purpose of the complaint and the said ground is wholly misconceived. 8. It is the further submission of the learned counsel for the respondent that the petitioner was involved in the day to-day administration of the company and merely because his capacity has not been mentioned in the complaint would not absolve his liability and, therefore, the complaint is maintainable and the cognizance taken on the said complaint is liable to be susta ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... iminal liability, presumption in favour of the holder, and denial of a defence in respect of certain aspects. 24. Section 141 uses the term person and refers it to a company. There is no trace of doubt that the company is a juristic person. The concept of corporate criminal liability is attracted to a corporation and company and it is so luminescent from the language employed under Section 141 of the Act. It is apposite to note that the present enactment is one where the company itself and certain categories of officers in certain circumstances are deemed to be guilty of the offence. 25. In Halsbury's Laws of England, Vol. 11(1), in Para 35, it has been laid down that in general, a corporation is in the same position in relation to criminal liability as a natural person and may be convicted of common law and statutory offences including those requiring mens rea. 26. In 19 Corpus Juris Secundum, in Para 1358, while dealing with liability in respect of criminal prosecution, it has been stated that a corporation shall be liable for criminal prosecution for crimes punishable with fine; in certain jurisdictions, a corporation cannot be convicted except as specifical ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of a body corporate puts forward a document knowing it to be false and intending that it should deceive, I apprehend, according to the authorities that Viscount Caldecote, L.C.J., has cited, his knowledge and intention must be imputed to the body corporate. ******** 32. We have referred to the aforesaid authorities to highlight that the company can have criminal liability and further, if a group of persons that guide the business of the companies have the criminal intent, that would be imputed to the body corporate. In this backdrop, Section 141 of the Act has to be understood. The said provision clearly stipulates that when a person which is a company commits an offence, then certain categories of persons in charge as well as the company would be deemed to be liable for the offences under Section 138. Thus, the statutory intendment is absolutely plain. As is perceptible, the provision makes the functionaries and the companies to be liable and that is by deeming fiction. A deeming fiction has its own signification. ******** 58. Applying the doctrine of strict construction, we are of the considered opinion that commission of offence by the company is an express ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the cheques have been issued, the complaint against the petitioner alone cannot be proceeded with. Without arraigning the company as an accused, which is imperative, no prosecution could be maintained against the petitioner. 16. Once this Court has unambiguously arrived at a conclusion that the present proceeding initiated against the petitioner has no legs to stand in view of the companies not having been arrayed as a party, the ancillary contentions raised by the petitioner does not require any consideration as the whole prosecution initiated against the petitioner falls down like a pack of cards in the absence of the companies being arrayed as accused. 17. For the reasons aforesaid, the present criminal original petition is allowed quashing the proceedings in S.T.C. No. 1564 of 2017 on the file of the learned District Munsif-cum-Judicial Magistrate, Sriperumbudur. Consequently, connected miscellaneous petitions are closed. However, this order will not stand in the way of the respondent to proceed with the suit in C.S. No. 967/2017 filed for recovery of the amount from the petitioner. Further, the court below, dealing with the civil suit, shall independently decide the suit ..... 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