Offence by Company/Directors – Requirement of law -- Notice u/s 138 is required to be given to “the drawer” -- No other person is contemplated by Section 138 as being entitled to be issued such notice -- Section 141 states that if the person committing an offence u/s 138 is a Company, every director of such Company who was in charge of and responsible to that Company for conduct of its business shall also be deemed to be guilty – Section 141 again does not lay down any requirement that in such eventuality the directors must individually be issued separate notices u/s 138 -- No notice is additionally contemplated to be given to such directors -- Opportunity to the ‘drawer’ Company is considered good enough for those who are in charge of the affairs of such Company -- If it is their case that the offence was committed without their knowledge or that they had exercised due diligence to prevent such commission, it would be a matter of defence to be considered at the appropriate stage in the trial and certainly not at the stage of notice under Section 138.

(SC) Decided on: 06.05.2015