Judgment P.K. Jaiswal, J.;- 1. This and the connected matters arise out of Criminal Case Nos. 39843/06, 39842/06, 39844/06, 941/99 and 260/04 (Mrs. Roshan Patel v/s. Bhuvnesh Finance and Investment Ltd. through Managing Director), pending before JMFC Indore. Since the facts of these petitions are identical and common and, therefore, they are being disposed of by this order. For the sake of convenience, the facts are being taken from M. Cr. C. No. 3012/2012. This application under Section 482 of Cr. P.C., 1973, has been filed for quashment of Criminal Complaint being No. 39843/06 filed against her and 11 others under Section 138 of Negotiable Instruments Act, 1881, (herein after referred to as 'N.I. Act') in the Court of JMFC, Indore. 2. The complainant/respondent filed a private complainant alleging that the accused No. 1 - Company REPL Engineering Ltd through accused No. 2 to 11 had purchased Mild Steel from one M/s. Sabri Investment for Rs. 15,00,000/- on credit in the month of December 1996 and to pay this amount they had taken loan from the complainant company/respondent for which REPL company/accused No. 1 has given promissory note to complainant for repayment of principal amount and also a Cheque No. 636199 dated 12.3.1997. Since the Company was in financial difficulties and the amount could not be paid for six - seven years the Cheque was subsequently revalidated to 01.01.2004 by accused No. 3. 3. The respondent - complainant Company deposited the said Cheque in their bank account for clearing. The said Cheque returned unpaid and dishonoured by the bankers of the accused No. 1 company. 4. That the Complaint has been drawn for dishonour of above Cheque No. 636199 dated 01.01.2004 as the same was returned unpaid with a remark "insufficient funds", the complaint under Sections 138 and 141 of N.I. Act, 1881, was filed in April 2004, before JMFC Indore, wherein the petitioner is impleaded as accused No. 8 in the array of accused person taking aid of Section 141 of N.I. Act, 1881. 5. At the request of Directors of the accused No. 1 Company the Cheque was again presented to their Banker in the month of February 2004. The said Cheque, when present to their Banker, was returned as unpaid vide Cheque return advice dated 3.3.2004 on the ground that the account of the Company was closed. 5. At the request of Directors of the accused No. 1 Company the Cheque was again presented to their Banker in the month of February 2004. The said Cheque, when present to their Banker, was returned as unpaid vide Cheque return advice dated 3.3.2004 on the ground that the account of the Company was closed. A notice dated 9.3.2004 was issued to the accused No. 1 Company regarding dishonour of that Cheque under Section 138 of N.I. Act, 1881, by the respondent and all the Directors of the Company by registered post with A.D. No reply by the petitioner (accused No. 8) informing the respondent that she had resigned from the Directorship of the Company long back in 1997. The respondent filed a complaint under Section 138 of the N.I. Act, 1881 in April 2004, against the Company and their Directors, wherein the petitioner is impleaded as accused No. 8 in the array of the accused person taking aid of Section 141 of the N.I. Act, 1881. Para 3 and sub para 3 of para 4 are relevant which reads as under:- 6. The petitioner aggrieved by registration of criminal case against her under Section 138 of the N.I. Act, 1881 and filed this petition for quashment of criminal proceeding against her on the ground that she had resigned as Director of the accused Company w.e.f. 31.12.1997. The Registrar of the Company fee was duly paid vide Receipt No. 026762. In support of the said contention, she filed true copy of Form No. 32 certified by its Director (pursuant to Section 303(2) of the Indian Companies Act, 1956). She also filed annual report of REPL Engineering Ltd of years 1996, 1997, 1998 and 2004-2005. As per page 2 of photocopy of the Annual Report of 1997, she had resigned from the Directorship of the Company w.e.f. 31.12.1997. Two other Directors - Russel Heyas and Chetan Maniyaar also resigned from the Directorship w.e.f. 31.8.1997. 7. It is submitted by the learned Senior counsel that the petitioner had resigned way back in 1997 and has been living at London since 1999 to this date and at the time of alleged commission of offence on 03.03.2004, the petitioner was neither the Director of the Company nor was in India, much less In-charge of or responsible for the conduct of the business of the Company. 8. 8. He also submitted that at the time of commission of offence she was neither the In-charge of the company nor responsible for the conduct of the business of the Company. The process which has been issued by the Court of Judicial Magistrate First Class, Indore is nothing but an abuse of process of law and deserves to be quashed. 9. It has further submitted that in identical circumstances, two other accused namely Kirit Kumar Gandhi (accused No. 7) and Chetan Maniyaar (accused No. 5) in their respective petitions in M.Cr.C. No. 4747/2005 and M.Cr.C. No. 1579/2005, challenging the registration of criminal case before this Court and both the petitions were allowed by order dated 29.6.2005 and 6.7.2005 respectively. Both the orders read as under:- M.Cr.C. No. 1579/2005 This common order also governs the disposal of Misc. Criminal Case No. 1580 of 2005 and Misc. Criminal Case No. 1581 of 2005 since parties, facts and points involved in these petitions are identical. 02. According to the petitioner he is an Advocate enrolled in the Bar Council of Maharashtra and he is also a Solicitor and was a Member of the Bombay Incorporated Law Society since 1965. He is a Partner in his firm Messers Crawford Bayley & Co., Solicitors and Advocates. He is fully engaged in the practice of the profession of law with the said firm since over the three decades. The petitioner was merely a non-working non-executive Director of REPL Engineering Limited. Even from that position ever since 28th August, 1997, he has resigned and has ceased to be a Director of the said Company. The Respondent has filed three private complaints and in each of the complaints amongst others the petitioner has also been arrayed as accused. The complaints are for offence under Section 138 of the Negotiable Instruments Act, 1881 as in each of the complaints it has been alleged that the cheque issued therein by the REPL Company in favour of the Respondent has been dishonoured. In fact in each of the matter the cheque in question has been issued much after the resignation of the petitioner from the said Company. In each of the complaints there is no statement, averment or allegation against the petitioner of any affirmative act. The Petitioner has no knowledge of the issue of the cheque. In fact in each of the matter the cheque in question has been issued much after the resignation of the petitioner from the said Company. In each of the complaints there is no statement, averment or allegation against the petitioner of any affirmative act. The Petitioner has no knowledge of the issue of the cheque. He also does not have any knowledge of the alleged insufficiency of the funds on account of which the cheques are said to have been dishonoured. 03. Accordingly these petitions under Section 482 of the Code of Criminal Procedure have came to be filed with the following prayers in each of them:- (a) recall the process issued against the petitioner. (b) discharge the petitioner, who is accused No. 5 in each of the complaint. (c) grant any other relief as may be deem fit. 04. The numbers of the concerned private complaints pending in the Court of Shri R.B. Yadav, Judicial Magistrate, First Class, Indore are respectively 113/2004, 114/2004 and 115/2004. 05. The learned Senior Advocate Shri Jaisingh assisted by Shri Vikas Yadav, made submissions in favour of the petitioner while Shir Ganesh Verma argued for the Respondent. 06. Having heard the arguments, I have gone through the records. 07. In all the three complaints, there is only a general allegation against the petitioner about his concern with the matter in question. There is no specific allegation against him. There is also no evidence to the effect that he is associated with the said Company and still continues to be its Director. As also I find that between the same parties relating to the similar matter before the Bombay High Court, writ petitions were filed and vide 2004 Cri. There is no specific allegation against him. There is also no evidence to the effect that he is associated with the said Company and still continues to be its Director. As also I find that between the same parties relating to the similar matter before the Bombay High Court, writ petitions were filed and vide 2004 Cri. L.J. 2343 it has been held as under:- Criminal P.C. (2 of 1974), S. 482 Criminal Proceedings - Quashing of - Cheque issued by Company to complaints was dishonoured for insufficiency of funds Complaint under S. 138, N.I. Act lodged of six Directors of Company - Complaint proviso to S. 138(b) only to Managing Director of Company who had signed Cheque and who was in sole management and in charge of Company - No notice given to petitioner who was only non-executive Director- He was not in charge of day-to-day affairs of Company- Moreover, petitioner has already resigned from Board of Directors prior to issuance of cheque in question - Proceedings against petitioner under S. 138, N.I. Act, liable to be quashed. 08. In view of the above circumstances of the cases, these petitions deserve to allowed and are hereby allowed it is directed as that each of the above quoted criminal complaints in so far as that relates to the petitioner shall stand quashed. 09. Original of this order shall be retained in the record of Misc. Criminal Case No. 1579 of 2005 and copy thereof be placed in the connected cases as particularised above. M.Cr.C. No. 474/2005 Along with this petition Misc. Cr. Case No. 475 of 2005 and No. 476 of 2005 are also taken up as they involve common question. These petitions are under Section 482 Cr. P.C. The petition No. 474 of 2005 seeks the quashment of the issue of process against the petitioner in complaint case No. 1115 of 2004 against the petitioner for offences punishable under Sections 138 and 141 of the Negotiable Instruments Act pending in the Court of 20th JMFC Indore. Similar prayer is made in the petition No. 475/05 with reference to complaint Case No. 1113 of 2004 and petition No. 476/05 with reference to complaint case No. 1134 of 2004. Vide Annexure - B, C and D (in each case) the petitioner ceased to be Joint Company Secretary of the concerned Company from 11-7-98. Similar prayer is made in the petition No. 475/05 with reference to complaint Case No. 1113 of 2004 and petition No. 476/05 with reference to complaint case No. 1134 of 2004. Vide Annexure - B, C and D (in each case) the petitioner ceased to be Joint Company Secretary of the concerned Company from 11-7-98. In all the complaints under reference date of offence being 3-3-04, the applicant has got no vicarious liability in the matter of bouncing of cheques in question. In this respect I rely upon 2004 AIR SCW 4716 (Monaben Ketanbhai Shah and Anr. v/s. State of Gujrat & Ors). Accordingly, all these petitions deserve to be allowed and are in the result allowed and accordingly, processes in all the complaints under reference in so far as they relate to petitioner, are quashed. The petitioner is released from each of the case under reference. Let a copy of this order be placed in connected Misc. Criminal Cases. 10. The sole contention of the learned Senior counsel for the petitioner is that she ceased to be a Director from 1997. She was arrayed as accused No. 8 purportedly in her capacity as a Director of the company. The complaint, against her is liable to be quashed. 11. On the other hand, Shri Chauhan, learned counsel for the respondent - complainant has seriously disputed her resignation and Annual Return of the years 1996-1997-1998 and 2004. In respect of Form No. 32, he submitted that it is only attested copy and attested by the Director, of the accused No. 1 Company. He also drew my attention to paragraphs 2, 3, 4 & 5 of the complaint, the resolution of the petitioner for seeking loan, disputed Cheque, promissory note, dishonour memo, notice of dishonour and submitted that petitioner never intimated the Complainant - Company about her resignation nor informed the respondent - Complainant by replying to the statutory notice received by her. It is also submitted that all these documents has been prepared in order to show that before filing of complaint, she had resigned from the post of Director from REPL Engineering Ltd. He also submitted that these are the disputed questions and burden of proof that at the relevant point of time, she was not the Director, lies specifically on her. According to him, in this view of the matter, petition deserves to be dismissed. 12. According to him, in this view of the matter, petition deserves to be dismissed. 12. I have, accordingly, heard learned counsel for the parties at length and perused the record. 13. The Apex Court in the case of Rallis India Ltd. v/s. Poduru Vidya Bhusan, 2011 - Laws (SC)-4-88 has held that burden of proof that at the relevant point of time, she was not the Director, lies specially on her. The onus is required to be discharged by her by leading evidence and unless it is so proved, in accordance with law, in the opinion, of the Apex Court, she cannot be discharged of her liability. The Apex Court also observed that there are several disputed facts involved - for instance, the date when the partnership came into being, who were the initial partners, if and when the respondents had actually retired from the partnership firm etc. 14. In the case in hand, no affidavit has been filed by the Complainant - Company to show that Form No. 32 and Annual Returns are forged and fabricated documents or she had wrongly given declaration about her resignation since 31.12.1997 or Form No. 32 is contrary to the original record of the Registrar of Companies Maharashtra - Mumbai. 15. 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. 16. In the case of S.M.S. Pharmaceuticals Ltd. v/s. Neeta Bhalla & Anr., (2007) 4 SCC 70 , it was, interalia, 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. 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 therefor must be satisfied. 17. 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 20 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. 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, it 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. 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. 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 ]. 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. 18. As per resolution dated 6.3.1996, petitioner along with other four Directors authorized to individually draw 'Hundis' and get the same discounted by Banks/finance companies, sign applications for letters of credit (local and inland), guarantees, packing Credit Advances, accept Bill of exchange, Inter corporate Deposit drawn on the Company and other documents etc, but that by itself does not lead to an inference that she was and actively associated with the management affairs of the Company. As per documents filed by the respondent, the Managing Director of the Accused No. 1 - Company requested for sanction of loan. The demand promissory note was also executed by him. Only because petitioner herein was a authorized to a purported resolution dated 6.3.1996 to draw 'Hundi' by itself does not lead to an inference that she was actively associated with the management and affairs of the Company. The criminal liability can be fastened only on those who, at the time of the commission of the 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 her role in the day to day affairs of the Company. The criminal liability can be fastened only on those who, at the time of the commission of the 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 her role in the day to day affairs of the Company. On account of foregoing discussion and the fact that the petitioner has established that she has resigned from the Company as a Director in the year 1997 (31.12.1997), none of the promissory note was executed by her nor authenticity of true copy of Form 32, Annual Report of REPL Engineering Ltd. years 1996, 1997, 1998 and 2004 - 2005 is disputed by the respondent - complainant, I am satisfied that the petitioner has made out a case for quashing the criminal proceedings. Consequently, the Criminal Complaint Nos. 39843/06, 39842/06, 39844/06, 941/99 and 260/04, pending before the JMFC, Indore, insofar as the petitioner herein (accused No. 8) are quashed and the applications are hereby allowed. A copy of this order be also placed in other connected matters.