CRM No.M-34538 of 2010 (O&M) -1- IN THE HIGH COURT OF PUNJAB AND HARYANA AT CHANDIGARH CRM No.M-34538 of 2010 (O&M) Date of decision:- 23.11.2011 Manjeet Singh Basi ...Petitioner Versus Punjab Financial Corporation and others .... Respondents CORAM: HON'BLE MR. JUSTICE AUGUSTINE GEORGE MASIH Present: Ms. Jai Shree Thakur , Advocate for the petitioner. Mr. G.S.Gill, Advocate for respondent No.1. AUGUSTINE GEORGE MASIH, J. (ORAL) CRM No.63623 of 2011 Prayer in this application is for placing on record certified copy of Form No.32. Application allowed. Certified copy of Form No.32 is taken on record. CRM No.M-34538 of 2010 Prayer in this petition is for quashing of Criminal Complaint No.274/2 dated 21.10.1998 filed under Section 138 of the Negotiable Instruments Act, 1881 (hereinafter referred to as 'the Act') and all consequential proceedings arising therefrom. The ground taken by the counsel for the petitioner for quashing of the complaint is that on the day when the cheque was issued i.e. 30.08.1998, petitioner was not a Director of M/s Nova Surgikos Limited. In support of this contention, counsel for the petitioner has placed CRM No.M-34538 of 2010 (O&M) -2- reliance upon certified copy of Form 32 evidencing change in status of the Directors of the Company, which was filed by the Company before the Registrar of Companies, Delhi. She contends that the petitioner has resigned as the Director of the Company w.e.f. 28.07.1997, which stood accepted by the Board of Directors of the Company. She further contends that the present complaint qua the petitioner cannot sustain and deserves to be quashed. Counsel for the respondent, on the other hand, submits that the factum of resignation of the petitioner and the change in the status of the Directors of the Company was never intimated to the respondent- complainant. He further contends that the complaint has been filed on the basis of record available with the Corporation and thus, the petitioner cannot, now in the light of submission of Form 32, claim immunity from prosecution under the Act. I have heard learned counsel for the parties and gone through the record of the case. The fact that the petitioner had resigned as a Director from M/s Nova Surgikos Limited w.e.f. 28.07.1997 is not in dispute in the light of statutory certified copy of Form 32 placed on record, disclosing the change in the status of the Directors of the Company, which was filed by the Company before the Registrar of Companies, Delhi. The cheque was issued by the Company on 30.08.1998, and is not signed by the petitioner. Hon'ble Supreme Court, in the case of Mrs. Anita Malhotra vs. Apparel Export Promotion Council and another, Criminal Appeal No.2033 of 2011 arising out of SLP (Criminal) No.85 of 2011, has reiterated the earlier position that a 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 CRM No.M-34538 of 2010 (O&M) -3- that he or she was in charge of and was responsible to the Company for conduct of its business is not sufficient. In that case reliance was also placed by the Supreme Court on Form 32 submitted during the proceedings before the High Court which was not accepted by the High Court. Supreme Court in Para 16 held as follows:- "16. In the light of the above discussion and of the fact that the appellant has established that she had resigned from the Company as a Director in 1998, well before the relevant date, namely, in the year 2004, when the cheques were issued, the High Court, in the light of the acceptable materials such as certified copy of annual return dated 30.09.1999 and Form 32 ought to have exercised its jurisdiction under Section 482 and quashed the criminal proceedings. We are unable to accept the reasoning of the High Court and we are satisfied that the appellant has made out a case for quashing the criminal proceedings. Consequently, the criminal complaint No.993/1 of 2005 on the file of ACMM, New Delhi, insofar as the appellant herein (A3) is quashed and the appeal is allowed." In the light of the above, petitioner not being a Director of the Company on the date when the cheque was issued i.e. 30.08.1998 as he had resigned from the Company w.e.f. 28.07.1997, the present impugned complaint qua him cannot sustain. The present petition is allowed. Criminal Complaint No.274/2 dated 21.10.1998 (Annexure P-1) filed under Section 138 of the Act and all consequential proceedings arising therefrom qua the petitioner, are hereby quashed. 23.11.2011 (AUGUSTINE GEORGE MASIH) adhikari JUDGE