Judgment P.K. Jaiswal, J.;- 1. By this application under Section 482 of Code of Criminal Procedure, 1973, the petitioner is praying for quashment of order dated 15.1.2001, passed by the Judicial Magistrate First Class, Ratlam, in Criminal Complaint No. 15007/2006, whereby he has taken cognizance against him under Section 138 of the Negotiable Instruments Act, 1881 and quashment of order dated 25.9.2009, passed by the First Additional Sessions Judge, Ratlam in Criminal Revision No. 265/2009, by which the revision preferred against the said action by the petitioner has been dismissed on the ground of limitation. Brief facts of the case are that M/s Raj Solvex Limited, a Company incorporated under the Indian Companies Act, 1956 had executed a loan agreement dated 25.3.1992 in favour of Rajasthan State Industrial Development & Investment Corporation Limited (hereinafter referred to as 'RIICO') for its term loan of Rs. 135 lacs. At that relevant point of time the petitioner was working as Chief General Manager of RIICO Ltd. He had no connection with M/s. Raj Solvex Limited. As per Clause 7.7 of the loan agreement dated 28.3.1992 (P/5), he was appointed as Nominee Director of M/s. Raj Solvex Limited, in the capacity of Chief General Manager of RIICO. Clause 7.7 of Annexure-P/5 is relevant, which reads as under:- 7.7 Appointment of Nominee Director (s) The borrower agrees that the Lender shall be entitled to appoint and remove from time to time, Director (s), Functional Director (s), whole-time or non-whole time, on the Board of Directors of the Borrower during the currency of this Agreement (such Directors are hereinafter referred to as the 'Nominee Directors'). The Nominee Directors shall not be required to hold qualification shares and shall not be liable to retire by rotation. The Nominee Directors shall be entitled to all the rights and privileges of other Directors of the Borrowers and shall also have the right to receive notice of and attend all general meetings and Board meetings of the Borrower and meetings of any Committee of the Borrower of which they are members. The Nominee Directors shall be entitled to all the rights and privileges of other Directors of the Borrowers and shall also have the right to receive notice of and attend all general meetings and Board meetings of the Borrower and meetings of any Committee of the Borrower of which they are members. The Borrower shall pay to the Nominee Directors same sitting fees and expenses as are applicable to other directors, but if any other fees, commission, moneys or remuneration in any form is payable to the directors, the fees, commission, moneys and remuneration in relation to such Nominee Directors shall accrue to the Lender and the same shall accordingly be paid by the Borrower directly to the Lender. Any expenses that may be incurred by the Lender or such Nominee Directors in connection with their appointment or directorship shall also be paid or reimbursed by the Borrower to the Lender or, as the case may be, to such Nominee Directors. Provided that if any such Nominee Director (s) is an officer of the Lender, the sitting fees in relation to such Nominee Director(s) shall also accrue to the Lender and the same shall accordingly be paid to Borrower directly to the Lender. Provided also that in the even of the Nominee Director(s) being appointed as whole-time Director(s)/Functional Director(s), such Nominee Director(s) shall exercise such powers and duties as may be approved by the Lender and have such rights as are usually exercised by or available to a whole-time Director(s) functional Director, in the management of the affairs of the Borrower. Such Nominee Director(s) shall be entitled to receive such remuneration, fees commission and money as may be approved by the Lender. 2. RIICO is a Government Company within the meaning of Section 617 of the Companies Act, 1956. It's 100% equity share capital held by Governor of the State of Rajasthan. 3. Power under Sections 27, 29, 30, 31, 32, 32-C etc. of the State Financial Corporation Act, 1951 made applicable to the RIICO. Vide notification issued by the Central Government under Section 41-A protection has been granted to the petitioner. It's 100% equity share capital held by Governor of the State of Rajasthan. 3. Power under Sections 27, 29, 30, 31, 32, 32-C etc. of the State Financial Corporation Act, 1951 made applicable to the RIICO. Vide notification issued by the Central Government under Section 41-A protection has been granted to the petitioner. Section 41-A reads as under:- 41-A. Protection of action taken by persons appointed under Section 27 or Section 32-A. No suit prosecution or other legal proceedings shall lie against any person appointed as Director, Administrator, Managing Agent or Manager by the Financial Corporation in pursuance of Section 27 of Section 32-A for anything which is in good faith done or intended to be done by him as such Director, Administrator, Managing Agent or Manager. 4. In terms of Clause 7.7 the petitioner, who was working as Chief General Manager of RIICO, was appointed Nominee Director of M/s Raj Solvex Limited. The Management of RIICO, in exercise of the powers conferred on them, they withdrew the nomination of the petitioner as Director from the Board of Directors of M/s Raj Solvex Limited vide communication dated 22.8.2000 (P/8). Thereafter, the petitioner was retired from the services of the Corporation on 30.9.2003, on his attaining the age of superannuation (P/5). 5. The respondent M/s Rajendra Kumar Gyanmal filed a private criminal complaint under Section 138 of the Negotiable Instruments Act, 1881 against the Chairman, Managing Director and Directors of M/s Raj Solvex Limited. The said complaint was filed on the ground that M/s Raj Solvex Limited had issued Cheque No. 286568 dated 30.6.2000 of Rs. 1,56,520/- of State Bank of Bikaner & Jaipur, Branch Ratlam to the respondent-complainant, which was dishonoured when it was presented by the respondent and memo of dishonour was received by the respondent on 7.9.2000 with remark 'insufficient funds'. The petitioner was also made a party on the ground that when the cheque was issued on 30.6.2000 by M/s Raj Solvex Limited, at that time he was Nominee Director of the Company. In the private complaint the petitioner was impleaded as accused No. 4. The said private complaint was filed against 11 persons, including the petitioner. Paragraph 7 of the complaint reads as under:- 6. After taking cognizance the petitioner filed a revision before the Revisional Court. In the private complaint the petitioner was impleaded as accused No. 4. The said private complaint was filed against 11 persons, including the petitioner. Paragraph 7 of the complaint reads as under:- 6. After taking cognizance the petitioner filed a revision before the Revisional Court. By the impugned order dated 25.9.2009 the said revision was dismissed mainly on the ground that the same was filed after a period of 8 years. 7. It is submitted that the cheque in question was not signed by the petitioner and, thus, no liability occurred on the present petitioner. It is not in dispute that the petitioner was only a Nominee Director on the Board of M/s Raj Solvex Limited, as Nominee of RIICO, which is a Government Company, fully owned and controlled by the Government of Rajasthan and the petitioner has been appointed on the Board of accused No. 1 Company to watch the interests of RIICO. Since the RIICO being a Financial Institution had advanced loan/credit facility to the accused No. 1 Company, amounting to Rs. 135 lacs for its project at Industrial Area, Alwar. The petitioner as Nominee Director on the Board of accused No. 1 Company was not responsible for the day to day functioning of the accused No. 1 Company. 8. It is submitted by the learned counsel for the petitioner that the petitioner has resigned way back in the year 2000 and at the time of alleged commission of offence he was neither Director of the Company, much less In-charge of or responsible for the conduct of the business of the Company. She also submitted that at the time of commission of offence he was neither the In-charge of the Company nor responsible for the conduct of business of the Company. The process which has been issued by the Court of Judicial Magistrate First Class is nothing but abuse of process of law and deserves to be quashed. 9. The sole contention of the learned counsel for the petitioner is that he ceased to be a Director from 22.8.2000 and earlier he was Nominee Director of accused No. 1 Company during the period 19.12.1991 to 22.8.2000. He was arrayed as accused No. 4 purportedly in his capacity as Nominee Director of the Company. The complaint against him is liable to be quashed. 10. He was arrayed as accused No. 4 purportedly in his capacity as Nominee Director of the Company. The complaint against him is liable to be quashed. 10. The requirement of Section 141 of the Act is that only such person would be held liable if at the time when offence is committed he/she was In-charge and responsible to the Company for the conduct of the business of the Company as well as the Company. Merely being a Director of the company in absence of above factors will not make her liable. 11. In the case of S.M.S. Pharmaceuticals Ltd. v/s Neeta Bhalla & Anr., (2007) 4 SCC 70 , it was, inter alia, held as follows : 16. Section 141 of the Act does not say that a Director of a Company shall automatically be vicariously liable for commission of an offence on behalf of the Company. What is necessary is that sufficient averments should be made to show that the person who is sought to be proceeded against on the premise of his being vicariously liable for commission of an offence by the Company must be in-charge and shall also be responsible to the Company for the conduct of its business. 20. The liability of a Director must be determined on the date on which the offence is committed. Only because Respondent No. 1 herein was a party to a purported resolution dated 15.02.1995 by itself does not lead to an inference that she was actively associated with the management of the affairs of the Company. This Court in this case has categorically held that there may be a large number of Directors but some of them may not associate themselves in the management of the day to day affairs of the Company and, thus, are not responsible for conduct of the business of the Company. The averments must state that the person who is vicariously liable for commission of the offence of the Company both was in-charge of and was responsible for the conduct of the business of the Company. Requirements laid down therein must be read conjointly and not disjunctively. When a legal fiction is raised, the ingredients therefore must be satisfied. 12. Recently the Apex Court in the case of Mrs. Requirements laid down therein must be read conjointly and not disjunctively. When a legal fiction is raised, the ingredients therefore must be satisfied. 12. Recently the Apex Court in the case of Mrs. Anita Malhotra v/s Apparel Export Promotion Council & Anr., AIR 2012 SC 31 considered this question and has held that certified copy of Annual Return filed by the Company is a public document. Return filed by Company which includes details of existing Directors clearly shows that appellant was not a real Director at the relevant time. Para 12 to 15 are relevant which reads as under:- 12) In DCM Financial Services Limited vs. J.N. Sareen and Another, (2008) 8 SCC 1 , this Court, while considering Sections 138 and 141 of the Act came to the following conclusion which is relevant for our purpose: (para 21 of AIR, AIR SCW) 21. The cheque in question was admittedly a post-dated one. It was signed on 3-4-1995. It was presented only sometime in June, 1998. In the meantime the first respondent had resigned from the directorship of the Company. The complaint petition was filed on or about 20-8-1998. Intimation about his resignation was given to the complainant in writing by the first respondent on several occasions. The appellant was, therefore, aware thereof. Despite having the knowledge, the first respondent was impleaded as one of the accused in the complaint as a Director in charge of the affairs of the Company on the date of commission of the offence, which he was not. If he was proceeded against as a signatory to the cheques, it should have been disclosed before the learned Judge as also the High Court so as to enable him to apply his mind in that behalf. It was not done. Although, therefore, may be that as an authorised signatory he will be deemed to be person in-charge, in the facts and circumstances of the case, we are of the opinion that the said contention should not be permitted to be raised for the first time before us. A person who had resigned with the knowledge of the complainant in 1996 could not be a person in charge of the Company in 1998 when the cheque was dishonoured. He had no say in the matter of seeing that the cheque is honored. He could not ask the Company to pay the amount. A person who had resigned with the knowledge of the complainant in 1996 could not be a person in charge of the Company in 1998 when the cheque was dishonoured. He had no say in the matter of seeing that the cheque is honored. He could not ask the Company to pay the amount. He as a Director or otherwise could not have been made responsible for payment of the cheque on behalf of the Company or otherwise. [See also Saroj Kumar Poddar v. State (NCT of Delhi), Everest Advertising (P) Ltd. v. State, Govt. of NCT of Delhi and Raghu Lakshminarayanan v. Fine Tubes. ( AIR 2007 SC 1634 : 2007 AIR SCW 2460). 13) In Harshendra Kumar D. vs. Rebatilata Koley and Others, (2011) 3 SCC 351 , while considering the very same provisions coupled with the power of the High Court under Section 482 of the Code of Criminal Procedure, 1973 (in short the Code') for quashing of the criminal proceedings, this Court held: 25. In our judgment, the above observations cannot be read to mean that in a criminal case where trial is yet to take place and the matter is at the stage of issuance of summons or taking cognizance, materials relied upon by the accused which are in the nature of public documents or the materials which are beyond suspicion or doubt, in no circumstance, can be looked into by the High Court in exercise of its jurisdiction under Section 482 or for that matter in exercise of revisional jurisdiction under Section 397 of the Code. It is fairly settled now that while exercising inherent jurisdiction under Section 482 or revisional jurisdiction under Section 397 of the Code in a case where complaint is sought to be quashed, it is not proper for the High Court to consider the defence of the accused or embark upon an enquiry in respect of merits of the accusations. However, in an appropriate case, if on the face of the documents - which are beyond suspicion or doubt - placed by the accused, the accusations against him cannot stand, it would be travesty of justice if the accused is relegated to trial and he is asked to prove his defence before the trial court. However, in an appropriate case, if on the face of the documents - which are beyond suspicion or doubt - placed by the accused, the accusations against him cannot stand, it would be travesty of justice if the accused is relegated to trial and he is asked to prove his defence before the trial court. In such a matter, for promotion of justice or to prevent injustice or abuse of process, the High Court may look into the materials which have significant bearing on the matter at prima facie stage. As rightly stated so, though it is not proper for the High Court to consider the defence of the accused or conduct a roving enquiry in respect of merit of the accusation, but if on the face of the document which is beyond suspicion or doubt placed by the accused and if it is considered the accusation against her cannot stand, in such a matter, in order to prevent injustice or abuse of process, it is incumbent on the High Court to look into those document/documents which have a bearing on the matter even at the initial stage and grant relief to the person concerned by exercising jurisdiction under Section 482 of the Code. 14) Inasmuch as the certified copy of the annual return dated 30.09.1999 is a public document, more particularly, in view of the provisions of the Companies Act, 1956 read with Section 74(2) of the Indian Evidence Act, 1872, we hold that the appellant has validly resigned from the Directorship of the Company even in the year 1998 and she cannot be held responsible for the dishonour of the cheques issued in the year 2004. 15) This Court has repeatedly held that in case of a Director, complaint should specifically spell out how and in what manner the Director was in charge of or was responsible to the accused Company for conduct of its business and mere bald statement that he or she was in charge of and was responsible to the company for conduct of its business is not sufficient. [Vide National Small Industries Corporation Limited vs. Harmeet Singh Paintal and Another, (2010) 3 SCC 330 ]. [Vide National Small Industries Corporation Limited vs. Harmeet Singh Paintal and Another, (2010) 3 SCC 330 ]. In the case on hand, particularly, in para 4 of the complaint, except the mere bald and cursory statement with regard to the appellant, the complainant has not specified her role in the day to day affairs of the Company. We have verified the averments as regard to the same and we agree with the contention of Mr. Akhil Sibal that except reproduction of the statutory requirements the complainant has not specified or elaborated the role of the appellant in the day to day affairs of the Company. On this ground also, the appellant is entitled to succeed. 13. The criminal liability can be fasten only on those who at the time of commission of offence, were In-charge of and were responsible for the conduct of the business of the Company. In the complaint the complainant has not specified his role in day to day affairs of the Company. 14. On account of the forgoing discussion and the fact that the petitioner was Nominee Director of the Company, none of the document was executed by him nor he was involved in day to day business of the Company, I am satisfied that the petitioner has made out a case for quashment of the criminal proceeding and criminal case, registered against him. Accordingly, the impugned order 25.9.2009 and order dated 15.1.2001, by which the cognizance has been taken by the Judicial Magistrate First Class, Ratlam, against the petitioner in Criminal Case No. 15007/06, insofar as the petitioner herein (accused No. 4) is quashed and the application is hereby allowed.