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17. In N. Rangachari a two-Judge Bench of this Court was again dealing with the same question. Averments made in the complaint before the two- Judge Bench were similar in nature as the averments made in the complaint in the present case. The complainant therein was Bharat Sanchar Nigam Limited (BSNL). Its case was that the cheques issued by the Data Access (India) Limited in discharge of their pre-existing liabilities were dishonoured for insufficiency of funds. A petition was filed for quashing the complaint by the appellant-Data Access (India) Limited stating that he was nominated as a honorary chairman of the company without any remuneration and was holding an honorary post in the company. He was never assigned with the financial and business activities. The complaint did not contain adequate averments to justify initiation of criminal proceedings against him. The High Court dismissed the petition on the ground that the court cannot decide the pleas raised by the appellant in a petition filed under Section 482 of the Code. Those please will have to be established in trial. This Court referred to the relevant extracts from Palmer’s Company Law[18], Guide to the Companies Act by A. Ramaiya[19] and Principles of Modern Company Law by Gower and Davies[20] and expressed that in the commercial world, a person having a transaction with a company is entitled to presume that the Directors of the company are in charge of the affairs of the company and it is for the Directors to prove to the contrary at the trial. This Court also observed that a person having business dealings with the company may not be aware of the arrangement within the company in regard to its management. Pertinently, this Court expressed that the decision of the three-Judge Bench in SMS Pharma-(1) was binding on it. The two-Judge Bench understood SMS Pharma-(1) as laying down the law that what is to be looked into is whether in the complaint, in addition to asserting that accused are the Directors of the company, it is further alleged that they are in charge of and responsible to the company for the conduct of the business of the company. This Court observed that reading the complaint, as a whole, it was clear that the allegations in the complaint were that at the time when two dishonoured cheques were issued by the company, the appellants therein were the Directors of the company and were in charge of the affairs of the company, and, therefore, the High Court had rightly dismissed the petition.