Non-Executive Directors cannot be held liable under Section 141 of the Negotiable Instruments Act without specific averments demonstrating their involvement in the company's day-to-day affairs.

JUDGMENT

N.S. Shekhawat, J. (Oral)

This order shall dispose off two petitions, i.e. CRM M-19143 of 2022 titled as "Kiran Chintamani Vaidya v. Dilbagh Singh Rohilla" and CRM M 20721 of 2022 titled as "Manjit Kirpal Singh and another v. Dilbagh Singh Rohilla", whereby, the petitioner have prayed for quashing of the complaint bearing NACT No. 560 dated 07.05.2019 instituted in the Court of Judicial Magistrate 1st Class, Panchkula, District Panchkula, by respondent/complainant as well as for quashing of the order dated 29.05.2019 (Annexure P-3) passed by the Court of Judicial Magistrate 1st Class, Panchkula, whereby, the petitioners have been summoned to face trial for the offences punishable under Section under Section 138 of the Negotiable Instruments Act 1881 (hereinafter to be referred as 'the Act')

2. Learned counsel for the petitioners submits that all the petitioners are senior citizens and have been falsely implicated in a complaint (Annexure P-1), which was filed at the instance of respondent/complainant alleging the commission of the offence punishable under Section 138 of the Act. From the complaint (Annexure P-1), it was apparent that the respondents had arrayed a Company by the name of Dolphin Offshore Enterprises (India) Limited (hereinafter to be referred as 'the Company') and the petitioners were also arrayed as accused by referring to them as Directors of the accused/company, even though, they were only Non- Executive Directors. Learned counsel further contends that the respondents had concealed the material facts from the Court and ultimately, vide order dated 29.05.2019, the trial Court summoned the petitioners alongwith other accused to face trial under Section 138 of the Act.

3. Learned counsel for the petitioners contends that Manjit Kirpal Singh (petitioner in CRM M-20721 of 2022) joined the accused company as "Additional Director" on 11.09.2018 and as per the Form DIR-12 (Annexure P-5), her category of directorship was mentioned as "Non-Executive" and "Independent". She further resigned from the Directorship of the Company on 08.08.2019 and the corporate filings in this regard were duly made on the concerned portal of the Ministry of Corporate Affairs. She also annexed the "page of the official website" of Bombay Stock Exchange dated 18.04.2022, clearly depicting the details of directorship of all the directors of the Company as Annexure P-6.

4. Learned counsel further contends that the Manjit Kirpal Singh aged about 90 years (petitioner No.1 in CRM M-20721 of 2022) had joined the accused/company as one of the "Promoter- Directors) on 25.05.1985. On account of change in the regulatory regime, her designation was categorized on 21.09.2016. Even, the category of her Directorship at the time of alleged commission of the offence was "Non-Executive", which is established from Form DIR-12 (Annexure P-5) pertaining to her appointment. Even, she resigned from the Directorship of the company on 21.02.2020. Similarly, Sabyasachi Hajra aged about 70 years (petitioner No. 2 in CRM M-20721-2022) joined the company as "Director" on 06.08.2014 and w.e.f. 18.09.2014, her Directorship was also categorized as "Non-Executive' and "Independent", which is established from the Form DIR-12 (Annexure P-6), pertaining to her appointment. Even, she had resigned from the Directorship of the company w.e.f. 09.09.2019 and the relevant corporate filings in this regard were duly made on the concerned portal of the Ministry of Corporate Affairs (Annexure P-7). Learned counsel for the petitioners contends that the petitioners were merely "Non-Executive Directors" of the Company and could never be held responsible for day to day affairs of the accused/company in any manner whatsoever. Apart from that, the cheque in question was never signed by any of the petitioners in both the petitions nor they had any concern with the issuance or dishonour thereof in any manner. Apart from that, it was also apparent from the record that the cheque in quest