JUDGMENT :

Manjari Nehru Kaul, J. (Oral)

Since these petitions arise from the same set of allegations and involve the same accused, and raise identical questions of law, they are being disposed of by this common order.

2. The instant petition has been filed by the petitioner under Section 482 Cr.P.C. seeking quashing of the complaints filed under Section 138 read with Section 141 of the Negotiable Instruments Act, 1881 (hereinafter referred to as 'the Act') as well as the summoning orders and all consequential proceedings, including the order declaring him a 'Proclaimed Offender'.

3. The primary contention of the petitioner is that he was merely an Independent, Non-Executive Director of M/s Amira Foods Private Limited (hereinafter referred to as 'the company') and had no role in the day-to-day functioning or financial affairs of the company.

4. It has been contended by the learned counsel for the petitioner that the petitioner was initially engaged by the company in his professional capacity for legal advisory services, since he is an Advocate by profession, and was subsequently appointed as an Independent Director on 30.09.2011. However, the petitioner tendered his resignation on 05.10.2015, which was accepted on 16.10.2015, as is evident from a perusal of form DIR-12 (Annexure P-6). It has been emphasized that the cheques in question were not issued by the petitioner but by the authorized signatory of the company. While drawing the attention of this Court to the complaints, annexed as Annexure P-1, it has been submitted that they clearly disclosed that the petitioner has merely been arrayed in the memo of parties without any substantive averments, let alone specific allegations, linking him to the alleged offence.

5. Relying on SMS Pharmaceuticals Ltd. v. Neeta Bhalla & Anr., (2005) 8 SCC 89, it has been further submitted that liability under Section 141 of the Act can only be fastened upon those, who were incharge of and responsible for the conduct of the business of the company, at the time the offence was committed. Mere association with the company in the capacity of a Director is insufficient. In the absence of specific allegations demonstrating how and in what manner the petitioner was responsible for the business of the company, it is argued by the learned counsel for the petitioner that the statutory requirements are not fulfilled.

6. It is further contended by the learned counsel for the petitioner that the majority of the cheques in question were issued after the petitioner had resigned from the company. Form DIR-11 (Annexure P-4) reflects that the petitioner's resignation took effect on 16.10.2015. For those few cheques that may have been issued during his tenure, it is submitted that the petitioner had no authority or control over financial decisions and was never a signatory. In support, learned counsel has placed reliance on Pooja Ravinder Devidasani Vs State of Maharashtra and others, 2014 (16) SCC 1, wherein the Hon'ble Supreme Court held that in the absence of specific averments establishing the role of an Independent Director in the conduct of the business of the company, no liability under Sections 138 and 141 can be imposed.

7. It is also pointed out by the learned counsel for the petitioner that the petitioner was again requested to join the Board on 01.07.2016 solely to meet quorum requirements for a statutory meeting and he resigned once more on 01.09.2016 w.e.f. 30.09.2016. His rejoining, too, was in a limited, Non-Executive capacity without any involvement in financial matters. Form DIR-12 (Annexure P-8) supports this claim. It is reiterated by the learned counsel that at no point was the petitioner a signatory to the impugned cheques, nor is there any material suggesting his involvement in the financial management of the company.

8. In essence, the petitioner's case rests on the following key assertions: -

i. He was an Independent, Non-Executive Director with no role in the day-to-day affairs or financial man