A director's liability under the N.I. Act is contingent on their status at the time of the cheque's issuance.

C.S.DIAS, J.

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Crl.M.C. No.2789 OF 2025 ------------------------------------------------

Dated this the 8^th day of December, 2025 ORDER The petitioner is the 3^rd accused in C.C.No.1677/2023 pending on the file of the Court of the Judicial First Class Magistrate Court (N.I.Act Cases), Ernakulam ('Trial Court, in short), which has been filed by the 2^nd respondent alleging the commission of the offence punishable under Section 138 of the Negotiable Instruments Act (N.I.Act' in short).

2. The petitioner asserts that, Annexure-1 complaint has been filed against the petitioner and two others alleging that a cheque issued by the 1^st accused-company, and drawn by the 2^nd accused, got dishonoured with an endorsement 'refer to drawer'. The petitioner was not the Director of the company as on the date of Annexure-3 cheque, i.e., 08.06.2023. In Annexure-5 certificate issued by the Ministry of Corporate Affairs, it is apparent that the petitioner ceased to be the Director of the 1^st accused company on 13.01.2021. Thus, as on the date of the drawing of Annexure-3 cheque, the petitioner was not the Director of the company. Therefore, the provisions of Section 138 read with Section 141 of the N.I.Act are not attracted as against the petitioner. The petitioner has been issued with summons in the above complaint only on the basis of the wrong assertion in Annexure-1 complaint that the petitioner was the Director at the time of filing of the complaint. This is factually incorrect. In a case of identical nature, by order dated 07.02.2025 in Crl.M.C.No.10206 of 2024, this Court has quashed all further proceedings as against the petitioner in view of the fact that he was not a Director of the company. In light of the law laid down by the Hon'ble Supreme Court in Anita Malhotra v. Apparel Export Promotion Council and Another [ (2012) 1 SCC 520 ] and Rajesh Viren Shah v. Redington (India) Ltd. [ 2024 AIR (SC) 1047 ], all further proceedings as against the petitioner in C.C.No.1677/2023 may be quashed. Hence, the Crl.M.C.

3. The 2^nd respondent has filed a counter-affidavit, inter alia, contending that the petitioner was a Director of the 1^st accused-company at the time when the transaction took place. Therefore, he was in charge and responsible for the day-to-day affairs of the 1^st accused-company. Hence, Section 141 of the N.I.Act is attracted. Therefore, the Crl.M.C. may be dismissed.

4. I have heard the learned counsel for the petitioner, the learned Public Prosecutor and the learned counsel for the

2^nd respondent.

5. Annexure-1 complaint has been filed against the petitioner and two others on the assertion that the petitioner was a Director of the 1^st accused-company and, therefore, he is in charge and responsible for the day to day affairs of the company.

6. Annexure-5 document issued by the Ministry of Corporate Affairs establishes that the petitioner was a Director of the 1^st accused-company for the period from 16.09.2019 to 13.01.2021. Admittedly, it was the 2^nd accused who drew Annexure-3 cheque on 08.06.2023. It is in respect of dishonour of Annexure-3 cheque that Annexure-1 complaint has been filed. In Annexure-1 complaint, there is a specific allegation that the petitioner was in charge and responsible for the affairs of the 1^st accused-company. This is in fact a wrong statement, in view of Annexure-5 certificate issued by the Ministry of Corporate Affairs.

7. In Anita Malhotra's case (supra), the Hon'ble Supreme Court has categorically held that, if there are reliable documents to establish that an accused is not involved in the crime, the same can be accepted in a proceeding under Section 482 of the Cr.P.C./Sec