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TMI Blog2024 (2) TMI 1294X X X X Extracts X X X X X X X X Extracts X X X X ..... ntioned complaint case filed by the respondent. A prayer is also made to quash the proceedings initiated by the respondent qua the petitioner. 2. The case of the petitioner is that he was a Non-Executive Director of Vasan Health Care Private Limited, the accused company. The respondent is a company engaged in the business of providing entertainment services. The accused company approached the respondent company for screening of advertisements of their company in the cinema halls of the respondent company. Following this the respondent company played the advertisement of the accused company in their cinema halls. 3. The accused company issued 08 cheques towards the outstanding amount due to the respondent company for the aforesaid services ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s responsible to the company for its day to day affairs. 7. He submits that on 13.05.2015, the petitioner resigned from the directorship of the accused company with effect from 11.08.2015, but the tendering of resignation was prior to the date of issuance of the cheques. 8. He places reliance on the order dated 13.11.2017 passed by a coordinate bench of this Court in CRL. M.C. No. 2715/2017 by which complaint qua co-accused in the same complaint was quashed as he was a nominee independent director and was not responsible for day-to-day affairs of the company. 9. Reliance has also been placed on the decisions of the Hon'ble Supreme Court in Siby Thomas vs. M/s Somany Ceramics Ltd., 2023 SCC OnLine SC 1299 and Sunita Palita & Ors. vs. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t the relevant time when the offence was committed, the same being the requirement under the Act. He submits that the Petitioner, being accused no.4, has been undergoing trial and has been permanently exempted from appearing by the learned Trial Court, vide its order dated 22.11.2022. 12. He further submits that the Form DIR-12 dated 02.04.2010, has been filed to show the cession of petitioner's directorship and letter dated 13.05.2015 i.e. letter of resignation, only point out that he tendered his resignation on 13.05.2015, but the Form DIR-12 clearly shows that his resignation would come into effect only from 11.08.2015 and it is not in dispute that the cheques were issued from 22.05.2015 till 22.06.2015, when the petitioner was of t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e respondent. A perusal of Form 32 shows that the petitioner was appointed as an Additional Director (Non-Executive) of the accused company, namely, M/s Vasan Health Care Private Limited w.e.f. 16.03.2011. 17. It is trite that the Non-Executive Director is not involved in the day to day affairs of the company or in the running of its business. Further, when a complaint is filed against the Director of the company, who is not a signatory of the dishonored cheque, specific averments have to be made in the pleadings to substantiate the contentions in the complaint that such Director was incharge of and responsible for conduct of the business of the company unless such Director is designated Managing Director or Joint Managing Director. Refere ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... etitioner has signed the cheques in question. It is also not the case of the respondent/complainant that the petitioner/accused no. 4 was the Managing Director or Joint Managing Director of the accused company. The only averment made in the complaint with regard to the petitioner, who has been arraigned as accused no. 4, is that he is the director of accused no.1-company and is responsible for the day to day affairs and management of the accused no.1-company. Para 3 of the complaint reads as under:- "3. That accused no. 1 is also a company incorporated under the Companies Act having its office at the abovesaid address and engaged in the business of Healthcare business and operating by name and style of Vasan Eye Care Hospitals and Vasan D ..... X X X X Extracts X X X X X X X X Extracts X X X X
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