IMPORTANT POINT
Liability under Section 141 of NI Act depends on the role in the conduct of the company's affairs, not just the designation, and the burden of proof lies on the accused to establish lack of knowledge or due diligence to prevent the offence.

JUDGMENT

Anoop Kumar Mendiratta, J.

CRL.M.C. 1176/2021, CRL.M.C. 1187/2021, CRL.M.C. 1207/2021, CRL.M.C. 1208/2021 and CRL.M.C. 2289/2021

1. Five separate petitions under Section 482 of the Code of Criminal Procedure, 1973 (`Cr.P.C.') have been preferred on behalf of the petitioner, who was impleaded as accused No.3 in the complaint cases preferred under Section 138/141 NI Act by the respondent; for quashing of proceedings emanating from Complaint Case No.9996/2014; 9995/2014; 9994/2014; 9997/2014 and 9993/2014, pending before learned MM (NI Act), North-West, Rohini Courts, Delhi.

2. In brief, complaints under Sections 138/141 NI Act were filed on behalf of the respondent against M/s Genesis Industrial Solution Pvt. Ltd. (accused No.1 Company) alongwith accused Nos.2 to 4 being the Directors, before the learned Trial Court. The averments made in para 2 of the complaint may be reproduced for the purpose of present proceedings:

"2. That the accused No.1 is a private limited company and is engaged in the business of trading of Aluminum at the abovesaid address. The accused No.2 to 4 are the directors of the accused No.1 and accused No.2 is authorised signatory of accused No.1 and has been participating in day to day functioning and activities of the accused No.1 and also responsible for day to day affairs and business of accused No.1. The accused No.3 and 4 are the Directors of the accused No.1 and also responsible for day to day affairs and business of accused No.1. As such, they have been dealing in day to day activities of the accused No.1."

3. As per the case of the petitioner (accused No.3 in the complaint under Section 138 NI Act), she was summoned in aforesaid proceedings by the learned MM vide order dated 05.07.2014 without considering the fact that the petitioner had already resigned on 15.03.2014 as Director of the Company and was neither signatory of the cheques, nor Managing Director of the Company. Further, she was pursuing her studies at relevant time and had completed her Law only in the year 2014 having joined Jindal Global Law School in the year 2009. It is further her case that the transactions as per the complaint pertain to January, 2014 to March, 2014 and during the aforesaid period, she was residing in the hostel without any active role in the aforesaid Company and was not responsible for conduct of day-to-day affairs of the Company.

4. It is further the case of the petitioner that she was a non-working Director on 05.01.2012 but inadvertently in Form-32, she was marked as `Executive Director' of the Company. In view of above, a certificate of clarification was issued by the Chartered Accountant vide Certificate No. 15 on 07.08.2018 and the same was submitted in the office of Registrar of Companies. Further, the cheques in question are stated to have been presented subsequent to her resignation on 15.03.2014 and the same were not signed by her. Reliance is further placed upon Sunita Palita & Ors. v. M/s Panchami Stone Quarry, MANU/SC/0944/2022; Anil Khadkiwala v. State (Govt. of NCT of Delhi) & Anr., 2019(17) SCC 294; M.A. Alagappan v. PVR Limited, 2024 SCC OnLine Del 698; Siby Thomas v. Somany Ceramics Ltd., MANU/SC/1117/2023 and Sushil Kumar v. IBM India Pvt. Ltd. And Ors., MANU/DE/2540/2010.

5. It has also been pointed out by learned counsel for the petitioner that the clarification in terms of certificate dated 07.08.2018 issued by Chartered Accountant was furnished before the Registrar of Companies, since the earlier CRL.M.C. preferred before this Court had been withdrawn and it needed to be clarified as to why the petitioner had been reflected as Executive Director, though she was a Non-Working Director in 2012.

6. The petitions for quashing of summoning order have been vehemently opposed by the learned counsel for respondent No. 1 and it is submitted that petitions are barred, since the earlier CRL.M.C.2382/2017-2386/2017 preferred on behalf of the petitioner had been dismissed with liberty to urge all the ple