JUDGMENT (Prayer Crl.O.P.No.7052 of 2019: Criminal Original Petition has been filed under Section 482 of Cr.P.C., praying to call for the entire records in C.C.No.874 of 2016 pending on the file of Metropolitan Magistrate, Fast Track Court-IV, George Town, Chennai and quash all further proceedings against the petitioners.) Common Order: 1. M/s Integrated Finance Company Limited has lodged 12 private complaints against `M/s Trident Steels Limited' and its Directors for dishonouring the cheques given to discharge their debt arising from the hire purchase loan availed by the Company. Besides the Company and Mr.Ajay R.Agarwal the signatory of the cheques, also arrayed Mr.Suresh R.Agarwal and Mr.Sathish R.Agarwal as accused alleging that they as the Chairman and Managing Director; and as Additional Director of the first accused Company respectively were in-charge of and are responsible to the first accused company for the conduct of the business of the company and they are equally guilty of the offence under Section 138 of NI Act. 2. These batch of petitions are filed by Suresh R.Agarwal and Sathish R.Agarwal to quash the complaints against them on the ground that they were never in responsibility of managing the affairs of the first accused company at the relevant point of time, when the subjects cheques were issued by Ajay Agarwal on behalf of the Company. According to Suresh R.Agarwal, the petitioner in Crl.O.P.Nos.7052, 7056, 7059, 7083, 7085, 7088, 7089 and 7091 of 2019, he resigned for the Directorship of the A-1 company with effect from 17/08/1994 and the same was intimated by the Company belatedly to ROC under Form No.32 was filed on 27/07/2001 and registered on 30/07/2001. 3. Sathish R.Agarwal, the petitioner in Crl.O.P.Nos.7081, 7087, 7092 and 7093 of 2019 submitted that, he was never a Director in the first accused company and never involved in any way administering the affairs of the company. Because he is one of the members of the Agarwal Family, he has been falsely roped in the case to harass him. 4. The case details are below:- Sl. No. C.C. No. Cheque No. date and amount Rank of the petitioners as accused Crl.O.P. Nos . 1. C.C.No.874  of 2016 Ch.No.148505/ 15.03.2000; Rs.1,51,986.00 A2-Suresh R.Agarwal A4-Sathish R.Agarwal Crl.O.P.No.7052 of 2019 2. C.C.N.64 of 2016 Ch.No.148511/ 15.07.2000 Rs.1,51,986.00 A2-Suresh R.Agarwal Crl.O.P.No.7056 of 2019 3. C.C.No.306 of 2017 Ch.No.148510/ 15.06.2000 Rs.1,51,986.00 A2-Suresh R.Agarwal A4-Sathish R.Agarwal Crl.O.P.No.7059 of 2019 4. No. C.C. No. Cheque No. date and amount Rank of the petitioners as accused Crl.O.P. Nos . 1. C.C.No.874  of 2016 Ch.No.148505/ 15.03.2000; Rs.1,51,986.00 A2-Suresh R.Agarwal A4-Sathish R.Agarwal Crl.O.P.No.7052 of 2019 2. C.C.N.64 of 2016 Ch.No.148511/ 15.07.2000 Rs.1,51,986.00 A2-Suresh R.Agarwal Crl.O.P.No.7056 of 2019 3. C.C.No.306 of 2017 Ch.No.148510/ 15.06.2000 Rs.1,51,986.00 A2-Suresh R.Agarwal A4-Sathish R.Agarwal Crl.O.P.No.7059 of 2019 4. C.C.No.1232 of 2016 Ch.No.148493/ 15.03.1999 Rs.1,51,986.00 A3-Sathish R.Agarwal Crl.O.P.No.7081 of 2019 5. C.C.No.3303 of 2016 Ch.No.148514/ 15.10.2000 Rs.1,51,986.00 A2-Suresh R.Agarwal A4-Sathish R.Agarwal Crl.O.P.No.7083 of 2019 6. C.C.No.194 of 2017 Ch.No.148494/ 15.04.1999 Rs.1,51,986.00 A2-Suresh R.Agarwal A4-Sathish R.Agarwal Crl.O.P.No.7085 of 2019 7. C.C.No.3304 of 2016 Ch.No.148487/ 15.09.1998 Rs.1,51,986.00 A2-Sathish R.Agarwal Crl.O.P.No.7087 of 2019 8. C.C.No.872 of 2016 Ch.No.148501/ 15.11.1999 Rs.1,51,986.00 A2-Suresh R.Agarwal A4-Sathish R.Agarwal Crl.O.P.No.7088 of 2019 9. C.C.No.873 of 2016 Ch.No.148506/ 15.04.2000 Rs.1,51,986.00 A2-Suresh R.Agarwal A4-Sathish R.Agarwal Crl.O.P.No.7089 of 2019 10. C.C.No.14 of 2017 Ch.No.148509/ 15.05.2000 Rs.1,51,986.00 A2-Suresh R.Agarwal A4-Sathish R.Agarwal Crl.O.P.No.7091 of 2019 11. C.C.No.875 of 2016 Ch.No.148499/ 15.09.2000 Rs.1,51,986.00 A4-Sathish R.Agarwal Crl.O.P.No.7092 of 2019 12. C.C.No.1230 of 2016 Ch.No.148492/ 15.02.1999 Rs.1,51,986.00 A3-Sathish R.Agarwal Crl.O.P.No.7093 of 2019 5. The content of the complaints are almost similar, except some additions or deletions of Directors shown as accused beside the Company M/s Trident Steels Limited and the signatory of the Cheques Mr.Ajay R. Agarwal. 6. The substance of the complaint is as below:- The first accused company entered into a hire purchase agreement with the complainant’s Mumbai branch on 15/11/1995 and took delivery of 6 numbers of Pinion Gear Rod and 7 numbers of Reduction Gear Box for a sum of Rs.91,19,160/-. They agreed to repay the said amount and 60 equal monthly instalments of Rs.1,51,986/- and towards the repayment, the cheques mentioned above were given for the respective instalments, but on presentation, these cheques returned with endorsement “Payment Stopped by the Drawer”. 7. Referring the respective positions in the company, in addition to the company and the signatory of the cheques, others, who were arrayed as accused stating that they are all incharge of the company and responsible in conduct of the first accused business. 8. While the learned counsel for the petitioners relying upon the Status Search Report to show Suresh R.Agarwal was not never the Chairman and Managing Director of the Company. He was only a Director of the Company for few years and resigned from the Directorship on 17/08/1994 much before the alleged hire purchase loan transaction. 8. While the learned counsel for the petitioners relying upon the Status Search Report to show Suresh R.Agarwal was not never the Chairman and Managing Director of the Company. He was only a Director of the Company for few years and resigned from the Directorship on 17/08/1994 much before the alleged hire purchase loan transaction. He also relies upon the entry in the search report to show till 30/08/1998 Ajay Rameshwar Agarwal was the Managaing Director of the Company and Sathish R.Agarwal was never the Director or Additional Director or Joint Director of the company. 9. Per contra, the learned counsel for the respondent/complainant produced the certified copy of the 8th Annual Report (1993-1994) of the first accused company submitted to ROC wherein as the Board of Directors, Suresh Agarwal is shown as Managing Director and Sathish Agarwal is shown as Additional Director. 10. According to the complaint, the money due and payable to them is in consequence of the hire purchase agreement entered on 15.11.1995. The subject cheques were singed by Ajay R.Agarwal and issued between October 1998 to October 2000. The document relied on by the complainant to include these two petitioners for their participation in the company is much prior to the hire purchase finance agreement i.e 1995. While so, the status report relied on by the accused indicates that these two petitioners were not the Directors of the Company on the date of issuing the cheques. Further more, in the complaint, there is no specific averment, how these petitioners are responsible for the affairs of the company on the date of issuance of cheque and whether they had any knowledge of issuance of subject cheques. 11. In the judgment of the Hon'ble Supreme Court rendered in Gunmala Sales Private Limited v. Anu Mehta and others reported in (2015) 1 SCC 103 , para 34 reads as below:- “34. 11. In the judgment of the Hon'ble Supreme Court rendered in Gunmala Sales Private Limited v. Anu Mehta and others reported in (2015) 1 SCC 103 , para 34 reads as below:- “34. We may summarize our conclusions as follows: (34.1) Once in a complaint filed under Section 138 read with Section 141 of the NI Act the basic averment is made that the Director was in charge of and responsible for the conduct of the business of the company at the relevant time when the offence was committed, the Magistrate can issue process against such Director; (34.2) If a petition is filed under Section 482 of the Code for quashing of such a complaint by the Director, the High Court may, in the facts of a particular case, on an overall reading of the complaint, refuse to quash the complaint because the complaint contains the basic averment which is sufficient to make out a case against the Director. (34.3) In the facts of a given case, on an overall reading of the complaint, the High Court may, despite the presence of the basic averment, quash the complaint because of the absence of more particulars about role of the Director in the complaint. It may do so having come across some unimpeachable, uncontrovertible evidence which is beyond suspicion or doubt or totally acceptable circumstances which may clearly indicate that the Director could not have been concerned with the issuance of cheques and asking him to stand the trial would be abuse of the process of the court. Despite the presence of basic averment, it may come to a conclusion that no case is made out against the Director. Take for instance a case of a Director suffering from a terminal illness who was bedridden at the relevant time or a Director who had resigned long before issuance of cheques. In such cases, if the High Court is convinced that prosecuting such a Director is merely an arm-twisting tactics, the High Court may quash the proceedings. It bears repetition to state that to establish such case unimpeachable, uncontrovertible evidence which is beyond suspicion or doubt or some totally acceptable circumstances will have to be brought to the notice of the High Court. Such cases may be few and far between but the possibility of such a case being there cannot be ruled out. It bears repetition to state that to establish such case unimpeachable, uncontrovertible evidence which is beyond suspicion or doubt or some totally acceptable circumstances will have to be brought to the notice of the High Court. Such cases may be few and far between but the possibility of such a case being there cannot be ruled out. In the absence of such evidence or circumstances, complaint cannot be quashed; (34.4) No restriction can be placed on the High Court’s powers under Section 482 of the Code. The High Court always uses and must use this power sparingly and with great circumspection to prevent inter alia the abuse of the process of the Court. There are no fixed formulae to be followed by the High Court in this regard and the exercise of this power depends upon the facts and circumstances of each case. The High Court at that stage does not conduct a mini trial or roving inquiry, but, nothing prevents it from taking unimpeachable evidence or totally acceptable circumstances into account which may lead it to conclude that no trial is necessary qua a particular Director.” 12. The overall reading of the complaint, the particulars furnished in the complaint clearly indicates that these two petitioners could not have been concerned with the issuance of the cheques. 13. In the absence of specific averments in the complaint regarding their responsibility in managing the affairs of the company, the vague reference, without any supportive document vitiates the complaints against the petitioners. 14. Accordingly, these Criminal Original Petitions are allowed. The C.C.Nos.874 of 2016; 64 of 2016; 306 of 2017; 1232 of 2016; 3303 of 2016; 194 of 2017; 3304 of 2016; 872 of 2016; 873 of 2016; 14 of 2017; 875 of 2016 and 1230 of 2016 on the file of the VII Metropolitan Magistrate, George Town, Chennai, as far as these petitioners, are quashed. The trial Court can proceed against the other accused and complete the trial preferable within a period of 4 months. Consequently, connected Miscellaneous Petitions are closed.