MRS. ANITA MALHOTRAversusAPPAREL EXPORT PROMOTION COUNCIL & ANR.

                    [2011] 13 (ADDL.) S.C.R. 76

A                    MRS. ANITA MALHOTRA
                                 v.
       APPAREL EXPORT PROMOTION COUNCIL & ANR.
             (Criminal Appeal No. 2033 of 2011)
                       NOVEMBER 8, 2011
B
      [P. SATHASIVAM AND JASTI CHELAMESWAR, JJ.]

        Code of Criminal Procedure, 1973:

c       s.482 - Petition by a non-executive Director of a
   company for quashing of criminal proceedings against her for
   dishonour of cheques - On the ground that the alleged
   cheques were issued by the Company after she had resigned
   from the directorship - The petition dismissed by High Court
0 - HELD: The copy of the statutory Form 32 filed with the
   Registrar of Companies, which was placed before the High
  Court, makes it evident that the petitioner had ceased to be
  a Director of the Company before t'Je cheques were issued
  on its behalf- Besides, the certified copy of the annual return
E of the Company showing the details of its Directors and
  clearly showing that the petitioner was not its Director on the
  relevant date, was a/so placed before the High Court - High
  Court erred in ignoring the public documents - It ought to have
  exercised its jurisdiction uls 482 and quashed the
  proceedings against the petitioner who has made out a case
F that she cannot be held responsible for dishonour of the stated
  cheques, as she had resigned from the directorship of the
  Company before the cheques were issued - Consequently,
  the criminal proceedings in so far as the petitioner is
  concerned, are quashed - Negotiable Instruments Act, 1881
G - s. 138 - Companies Act, 1956 - ss. 159, 163 and 610, Form
  32 - Evidence Act, 1872 - s. 74.

        Evidence Act, 1872:

H
        s. 74(2) - "Public records kept in any State of private
                                76
      ANITA MALHOTRA v. APPAREL EXPORT                 77
          PROMOTION COUNCIL & ANR.
documents" - HELD: A certified copy of annual return is a A
public document - Companies Act, 1956 - ss. 159, 163 and
610 - Negotiable Instruments Act, 1881 - s.138.

    Negotiable Instruments Act, 1881:

     s.138 - Complaint against a Director of a Company for 8
dishonour of cheque - HELD: Such a complaint should
specifically spell out how and in what manner the Director was
in charge of or was responsible to the accused Company for
conduct of its business; and mere bald statement, as in the
instant case, that she was in charge of and was responsible C
to the company for conduct of its business is not sufficient.

     The appellant, who had been a non-executive
Director on the Board of a Company and had resigned
from the directorship w.e.f. 31.08.1998 was issued a notice o
dated 10.12.2004 by the respondents regarding
dishonour of certain cheques issued on behalf of the
Company. The appellant, by letter dated 15.12.2004,
informed the respondents that she had resigned from the
directorship of the Company long back in 1998. The E
respondents filed a complaint uls 138 of the Negotiable
Instruments Act in the Court of ACMM against the
Company arraying the appellant as accused No.3. The
appellant filed a petition before the High Court for
quashing of the complaint pending in the Court of ACMM, F
but the same was dismissed.

    Allowing the appeal, the Court
     HELD: 1.1 Inasmuch as the reply to the statutory
notice contains specific information that the appellant G
had resigned from the Company in 1998, the complainant
was not justified in not referring the same in the complaint
and in arraying her as accused No.3 in the complaint filed
in the year 2005. [para 7] [83-D-E]
                                                            H
    78     SUPREME COURT REPORTS [2011] 13 (ADDL.) S.C.R.


A     1.2 A perusal of statutory Form-32 (Annexure-P2J filed
  with the Registrar of Companies, makes it clear that with
  effect from 31.08.1998, the appellant ceased to be a
  Director since she had resigned from the directorship of
  the Company. Though the appellant was unable to
B produce certified copy of the Form 32 as it was not
  available with the ROC, copy of Form 32 was placed
  before the High Court along with the receipt of filing with
  the Registrar of Companies. The High Court has ignored
  the said fact. [para 9] [84-E-H]
c         1.3 A reading of the provisions of ss.159, 163 and
     s.610 of the Companies Act, 1956, makes it clear that
     there is a statutory requirement u/s 159 of the said Act
     that every Company having a share capital shall have to
     file with the Registrar of Companies an annual return
D   which includes details of the existing Directors. The
     provisions of the Companies Act require annual return to
     be made available by a company for inspection [s.163].
    The provisions also entitle any person to inspect
    documents kept by the Registrar of Companies[s.61 O].
E   The High Court committed an error in ignoring s.74 of the
    Evidence Act, 1872. Sub-s. (1) of s.74 refers to public
    documents; and sub-s. (2) provides that public
    documents include "public records kept in any State of
    private documents". A conjoint reading of ss.159, 163 and
F   610(3) of the Companies Act, 1956 read with sub-s. (2) of
    s.74 of the Evidence Act makes it clear that a certified
    copy of annual return dated 30.09.1999, which provides
    the details about the existing Directors clearly showing
    that the appellant was not a Director at the relevant time,
G   is a public document and the contrary conclusion arrived
    at by the High Court cannot be sustained. Consequently,
    the appellant cannot be held responsible for dishonour
    of the cheques issued in the year 2004. [para 11 and 14]
    [86-G-H; 87-A-D; 89-G-H]
H
     ANITA MALHOTRA v. APPAREL EXPORT                  79·
         PROMOTION COUNCIL & ANR.
    DCM Financial Services Limited vs. J.N. Sareen and A
Another, 2008 (8) SCR 603      =   (2008) 8 sec 1; and
Harshendra Kumar D. vs. Rebatilata Kotey and Others, 2011
(2) SCR 670   = (2011) 3 sec 351 - relied on.
     1.4 Though it is not proper for the High Court to B
consider the defence of the accused or conduct a roving
enquiry in respect of merit of the accusation, but if on the
face of the document placed by the accused, which is
beyond suspicion or doubt, the accusation against him/
her cannot stand, in such a matter, in order to prevent C
injustice or abuse of process, it is incumbent on the High
Court to look into those documents which have a bearing
on the matter even at the initial stage and grant relief to
the person concerned by exercising jurisdiction u/s 482
of the Code of Criminal Procedure, 1973. [para 13] [89-E-
F]                                                           0

     1.5 This Court has repeatedly held that in the case
of a Director, the complaint should specifically spell out
how and in what manner the Director was in charge of
or was responsible to the accused Company for conduct E
of its business; and mere bald statement that he or she
was in charge of and was responsible to the company
for conduct of its business is not sufficient. In the case
on hand, except the mere bald and cursory statement
with regard to the appellant and except reproduction of F
the statutory requirements, the complainant has not
specified her role in the day to day affairs of the company.
[para 15] [90-A-C]

    National Small Industries Corporation Limited vs. G
Harmeet Singh Paintal and Anr. 2010 (2) SCR 805   =
                                                (2010)
3 sec 330 - relied on.
    1.6. In the facts of the case, the appellant has
established that she had resigned from the Company as
a Director in 1998, well before the relevant date, namely, H
     80     SUPREME COURT REPORTS [2011] 13 (ADDL.) S.C.R.


A   in the year 2004, when the cheques were issued. The
    High Court, in the light of the acceptable materials such
    as certified copy of annual return dated 30.09.1999 and
    Form 32, ought to have exercised its jurisdiction u/s.482
    and quashed the criminal proceedings. The appellant has
B   made out a case for quashing the criminal proceedings.
    Consequently, the criminal complaint No. 993/1 of 2005
    on the file of ACMM, New Delhi, insofar as the appellant
    (A3) is quashed. [para 16] [90-E-G]

                          Case Law Reference:
c
          2008 (8) SCR 603         relied on             para 12
          2011 (2) SCR 670         relied on             para 13
          2010 (2) SCR 805         relied on             para 15
D
        CRIMINAL APPELLATE JURISDICTION: Criminal Appeal
    No. 2033 of 2011.                               ·

        From the Judgment & Order dated 16.12.2009 of the High
    Court of Delhi, at New Delhi in Crl. MC No. 1238 of 2007.
E
       Akhil Sibbal, Deepak Khurana, Archit Birmani, Umesh
    Kumar Khaitan for the Appellant.

          G.L. Rawal, Ashwani Kumar for the Respondents.

F         The Judgment of the Court was delivered by

          P. SATHASIVAM, J. 1. Leave granted.

        2. This appeal is filed against the final judgment and order
  dated 16.12.2009 passed by the High Court of Delhi at New
G Delhi in Crl. Misc. Petition No. 1238 of 2007 wherein the
  learned single Judge of the High Court dismissed the petition
  filed by the appellant herein for quashing of Criminal Complaint
  being No. 993/1 of 2005 filed against her under Section 138
  of the Negotiable Instruments Act, 1881 (hereinafter referred
H to as "the Act") in the Court of ACMM, New Delhi.
     ANITA MALHOTRA v. APPAREL EXPORT                         81
 PROMOTION COUNCIL & ANR. [P. SATHASIVAM, J.]
    3. Brief facts:                                                 A

     (a) The appellant, who was a non-executive Director on the
Board of M/s Lapareil Exports (P) Ltd. (hereinafter referred to
as "the Company"), resigned from the Directorship w.e.f.
31.08.1998. On 20.11.1998, recording the resignation of the         B
appellant, the Company filed statutory Form 32 with the
Registrar of Companies. A notice dated 10.12.2004 was
issued to the appellant regarding dishonour of alleged cheques
under Section 138 of the Act by the respondents. The appellant,
vide letter dated 15.12.2004, replied to the said notice            C
informing the respondents that she had resigned from the
Directorship of the Company long back in 1998. By letter dated
17.12.2004, the respondents sought for certain information/
documents from the appellant relating to the Company. On
18.12.2004, the appellant replied to the aforesaid letter
reiterating that after her resignation she had nothing to do with   D
the Company and as such she was not in a position to give
the information sought for.

      (b) The Respondents filed a complaint under Section 138
of the Act being Complaint No. 993/1 of 2005 in the Court of        E
ACMM, New Delhi against the Company arraying the appellant
herein as accused No.3. The appellant herein also filed a
petition being Criminal Misc. (Main) Petition No. 1238 of 2007
before the High Court of Delhi for quashing of the complaint
pending in the Court of ACMM, New Delhi. The High Court, by         F
impugned judgment dated 16.12.2009, dismissed her petition.

     (c) Aggrieved by the saio judgment, the appellant has filed
this appeal by way of special leave before this Court.

    4. Heard Mr. Akhil Sibal, learned counsel for the appellant     G
and Mr. G.L. Rawal, learned senior counsel for the respondent
No.1.
    5. The only point for consideration in this appeal is whether
the appellant has made out a case for quashing the criminal         H
    82     SUPREME COURT REPORTS [2011] 13 (ADDL.) S.C.R.


A complaint filed by the respondents under Section 138 of the Act.

        6. In the complaint filed by the respondents before the
   ACMM, New Delhi, the appellant herein was shown as A3.
   Apparel Export Promotion Council-Complainant No.1 therein
B is a Company duly registered under Section 25 of thE'l
   Companies Act, 1956 and has been sponsored by the
   Government of India through Ministry of Textiles and has been
   looking after all the matters relating to export of readymade
  garments from India to various parts of the world and also
   administer Garments Export Policy (GEP) issued by the
C Government of India from time to time. Complainant No.2 is the
  Joint Director and is otherwise a Principal Officer in the Apparel
   Export Promotion Council. Accused No.1 is a Company
   incorporated under the Companies Act, 1956 and in the
  complaint it was stated that accused Nos. 2 and 3 are its
D Directors. Insofar as the role of A2 and A3 are concerned, it
  was stated in the complaint that thev are the Directors of the
  Company and are responsible for the conduct of the business
  and also responsible for day to day affairs of the Company. It
  was further stated that all the accused persons, who were in
E charge of and were responsible to the Company for the conduct
  of its business at the time the offence was committed shall be
  deemed to be guilty of the offence. It is further seen from the
  complaint that on 01.06.2004, the Company had issued certain
  cheques in favour of the complainant for the purpose of
F allocation of quota and revalidation and utilization thereof. All
  the cheques mentioned in para 5 of the complaint were sent
  for encashment but the same were bounced/dishonoured by the
  drawee Bank, namely, the Punjab & Sind Bank for the reason
  "funds insufficient''. The complaint further shows that the said
G fact was informed to the accused. Thereafter, the complainant
  intended to take action under Section 138 of the Act and the
  complainant got issued a statutory notice dated 10.12.2004. It
  was specifically stated in the complaint that the notices were
  sent by Regd. AD post on 15.12.2004 and through courier on
H 13.12.2004 which were duly served on the accused.
   ANITA MALHOTRA v. APPAREL EXPORT                          83
PROMOTION COUNCIL & ANR. [P. SATHASIVAM, J.]
      7. Mr. Akhil Sibal, learned counsel for the appellant, by A
drawing our attention to the reply sent by the appellant to the
aforesaid notice vide her letter dated 15.12.2004 informing the
complainant that she had resigned from the Directorship of the
Company long back in 1998, submitted that the complainant
having received such reply dated 15.12.2004 suppressed the B
same both in the complaint as well as before the courts below.
In the said reply dated 15.12.2004, the appellant has highlighted
that she had resigned from the Directorship of the Company
long back in 1998. It is the grievance of the appellant that in
spite of specific assertion that she ceased to be a Director from c
1998 she was arrayed as accused No.3 purportedly in her
capacity as a Director of the Company and her reply to the
statutory notice was willfully suppressed. When this aspect was
confronted to Mr. G.L. Rawal, learned senior counsel for the
respondent, he fairly admitted that the complaint does not refer
                                                                   0
to the reply dated 15.12.2004. He further stated that the said
omission at the instance of an undertaking of the Government
of India has to be ignored. We are unable to accept the said
contention. Inasmuch as the reply to the statutory notice contains
specific information that she had resigned from the Company
in 1998, the complainant was not justified in not referring the E
same in the complaint and arrayed her as accused No.3 in the
complaint filed in the year 2005. No doubt, whether the appellant
has furnished the required documents in support of her claim
for resignation from the Company in 1998 is a different aspect
which we are going to discuss in the subsequent paras. The F
reading of the complaint proceeds that on the date of issuance
of cheques, that is, on 01.06.2004, the appellant was a Director
of the Company and in charge of all the acts and deeds of the
Company and also responsible for the day to day affairs,
funding monies etc. This assertion cannot be sustained in the G
 light of her reply dated 15.12.2004 intimating that she had
 resigned from the Company in 1998.
    8. Mr. Akhil Sibal, learned counsel for the appellant, by
drawing our attention to a certified copy of Annual Return of the   H
    84     SUPREME COURT REPORTS [2011] 13 (ADDL.) S.C.R


A Company dated 30.09.1999 filed with the Registrar of
   Companies, which was placed on record before the High Court,
   contended that it is a public document in terms of Section 74(2)
  of the Indian Evidence Act, 1872 and the High Court ought to
  have accepted the same as a valid document and quashed the
B criminal proceedings insofar as the appellant is concerned. The
  High Court, in the impugned order, after recording the statement
  of counsel for the petitioner therein (appellant herein) that Form-
  32 is not available in the record of the Registrar of Companies
  and finding that Form-32 is the only authentic document and
c annual return dated 30.09.1999 filed by the accused-Company
  is not a public document rejected the claim of the appellant and
  dismissed the petition filed for quashing the complaint.

        9. As regards the reference made by the High Court as to
  the statement said to have been made by the counsel for the
D petitioner therein that Form-32 is not available in the r~cord of
  the Registrar of Companies, learned counsel for the appellant
  submitted that no such statement was ever made by the
  counsel before the High Court and he placed on record copy
  of Form-32 as Annexure-P2. A perusal of the document makes
E it clear that with effect from 31. 08.1998, the appellant Smt. Anita
  Malhotra ceased to be a Director since she resigned from the
  Directorship of the Company, i.e., Lapareil Exports (P) Ltd. The
  High Court proceeded that Form-32 is the only authentic
  document and in the absence of the same, reliance on Annual
F Return is not permissible. The High Court has further held that
  annual return is not a public document. It is the assertion of the
  appellant that no such statement was ever made or could have
  been made as the petition itself enclosed copies of Form 32
  and the receipt of filing of the same. Though the appellant
G (petitioner before the High Court) was unable to produce
  certified copy of the said Form 32 as it was not available with
  the ROC, copy of Form 32 was placed before the High Court.
  In that event, we are of the view that the High Court has ignored
  the fact that the appellant has placed on record copy of Form
H 32 filed by the Company reporting the cessation of Directorship
     ANITA MALHOTRA v. APPAREL EXPORT                            85
 PROMOTION COUNCIL & ANR. [P. SATHASIVAM, J.]
of the appellant along with the receipt of filing with the Registrar   A
of Companies.

     10. Mr. Akhil Sibal by taking us through the relevant
provisions of the Companies Act, 1956, particularly, Sections
159, 163 and 610(3) contended that the Annual Return dated
                                                                       8
30.09.1999 is a public document and the same is reliable and
legally acceptable insofar as the contents of the same are
concerned. The said Sections are reproduced hereunder:

     159. Annual return to be made by company having a
     share capital.- (1) Every company having a share                  C
     capital shall within sixty days from the day on which each
     of the annual general meetings referred to in section 166
     is held, prepare and file with the Registrar a return
     containing the particulars specified in Part I of Schedule
     V, as they stood on that day, regarding-                          o
     (a) its registered office,

     (b) the register of its members,

     (c) the register of its debenture-holders,                        E
     (d) its shares and de~wntures,

     (e) its indebtedness,

     (f) its members and debenture-holders, past and present,          F
     and

     (g) its directors, managing directors, managers and
     secretaries, past and present:

     Provided that any of the five immediately preceding returns       G
     has given as at the date of the annual general meeting with
     reference to which it was submitted, the full particulars
     required as to past and present members and the shares
     held and transferred by them, the return in question may
     contain only such of the particulars as relate to persons         H
    86     SUPREME COURT REPORTS [2011] 13 (ADDL.) S.C.R.


A        ceasing to be or becoming members since that date and
         to shares transferred since that date or to changes as
         compared with that date in the number of shares held by
         a member.

         Xxxxxxx''
B
         163. Place of keeping and inspection of, registers and
         returns.-

         (1) The register of members commencing from the date
c        of the registration of the company, the index of members,
         the register and index of debenture-h9lders, and copies
         of all annual returns prepared under sections 159 and 160,
         together with the copies of certificates and documents
         required to be annexed thereto under sections 160 and
         161, shall be kept at the registered office of the company:
D
         Xxxxxxx''

         610. Inspection, production and evidence of documents
         kept by Registrar.
E        Xxxxxxx

         Xxxxxxx

         (3) A copy of, or extract from, any document kept and
F        registered at any of the officers for the registration of
         companies under this Act, certified to be a true copy under
         the hand of the Registrar (whose official position it shall
         not be necessary to prove), shall, in all legal proceedings,
         be- admissible in evidence as of equal validity with the
         original document."
G
         11. A reading of the above provisions make it clear that
    there is a statutory requirement under Section 159 of the
    Companies Act that every Company having a share capital
    shall have to file with the Registrar of Companies an annual
H
    ANITA MALHOTRA v. APPAREL EXPORT                        87
PROMOTION COUNCIL & ANR. [P. SATHASIVAM, J.]
return which include details of the existing Directors. The A
provisions of the Companies Act rPquire annual return to be
made available by a company for inspection (S. 163) as well
as Section 610 which entitles any person to inspect documents
kept by the Registrar of Companies. The High Court committed
an error in ignoring Section 74 of the Indian Evidence Act, B
1872. Sub-section (1) of Section 74 refers to public documents
and sub-section (2) provides that public documents include
"public records kept in any State of private documents". A
conjoint reading of Sections 159, 163 and 610(3) of the
Companies Act, 1956 read with sub-section (2) of Section 74 c
of the Indian Evidence Act, 1872 make it clear that a certified
copy of annual return is a public document and the contrary
conclusion arrived at by the High Court cannot be sustained.
Annual Return dated 30.09.1999 which provides the details
about the existing Directors clearly show that the appellant was D
not a Director at the relevant time. Had the High Court
considered the contents of the certified copy of the annual return
dated 30.09.1999 filed by the Company which clearly shows
that the appellant herein (A3) has not been shown as Director
of the Company, it could have quashed the criminal
proceedings insofar as A3 is concerned.                            E

    12. In DCM Financial Services Limited vs. J.N. Sareen
and Another, (2008) 8 SCC 1, this Court, while considering
Sections 138 and 141 of the Act came to the following
conclusion which is relevant for our purpose:                     F

     "21. The cheque in question was admittedly a post-dated
     one. It was signed on 3-4-1995. It was presented only
     sometime in June 1998. In the meantime the first
     respondent had resigned from the directorship of the G
     Company. The complaint petition was filed on or about 20-
     8-1998. Intimation about his resignation was given to the
     complainant in writing by the first respondent on several
     occasions. The appellant was, therefore, aware thereof.
     Despite having the knowledge, the first respondent was H
     impleaded as one of the accused in the complaint as a
    88     SUPREME COURT REPORTS [2011] 13 (ADDL.) S.C.R.


A        Director in charge of the affairs of the Company on the date
         of commission of the offence, which he was not. If he was
         proceeded against as a signatory to the cheques, it should
         have been disclosed before the learned Judge as also the
         High Court so as to enable him to apply his mind in that
B        behalf. It was not done. Although, therefore, it may be that
         as an authorised signatory he will be deemed to be
         person in-charge, in the facts and circumstances of the
         case, we are of the opinion that the said contention should
         not be permitted to be raised for the first time before us.
c        A person who had resigned with the knowledge of the
         complainant in 1996 could not be a person in charge of
         the Company in 1998 when the cheque was dishonoured.
         He had no say in the matter of seeing that the cheque is
         honoured. He could not ask the Company to pay the
         amount. He as a Director or otherwise could not have
D
         been made responsible for payment of the cheque on
         behalf of the Company or otherwise. [See also Saroj
         Kumar Poddar v. State (NCT of Delhi), Everest
         Advertising (P) Ltd. v. State, Govt. of NCT of Delhi and
         Raghu Lakshminarayanan v. Fine Tubes."
E
        13. In Harshendra Kumar D. vs. Rebatilata Kotey and
    Others, (2011) 3 sec 351, while considering the very same
    provisions coupled with the power of the High Court under
    Section 482 of the Code of Criminal Procedure, 1973 (in short
F   'the Code') for quashing of the criminal proceedings, this Court
    held:

         "25. In our judgment, the above observations cannot be
         read to mean that in a criminal case where trial is yet to
         take place and the matter is at the stage of issuance of
G
         summons or taking cognizance, materials relied upon by
         the accused which are in the nature of public documents
         or the materials which are beyond suspicion or doubt, in
         no circumstance, can be looked into by the High Court in
         exercise of its jurisdiction under Section 482 or for that
H
   ANITA MALHOTRA v. APPAREL EXPORT                            89
PROMOTION COUNCIL & ANR. [P. SATHASIVAM, J.]
    matter in exercise of revisional jurisdiction under Section       A
    397 of the Code. It is fairly settled now that while exercising
    inherent jurisdiction under Section 482 or revisional
    jurisdiction under Section 397 of the Code in a case where
    complaint is sought to be quashed, it is not proper for the
    High Court to consider the defence of the accused or              B
    embark upon an enquiry in respect of merits of the
    accusations. However, in an appropriate case, if on the
    face of the documents - which are beyond suspicion or
    doubt - placed by the accused, the accusations against
    him cannot stand, it would be travesty of justice if the          c
    accused is relegated to trial and he is asked to prove his
    defence before the trial court. In such a matter, for
     promotion of justice or to prevent injustice or abuse of
    process, the High Court may look into the materials which
    have significant bearing on the matter at prima facie             D
    stage."

As rightly stated so, though it is not proper for the High Court
to consider the defence of the accused or conduct a roving
enquiry in respect of merit of the accusation, but if on the face
of the document which is beyond suspicion or doubt placed by          E
the accused and if it is considered the accusation against her
cannot stand, in such a matter, in order to prevent injustice or
abuse of process, it is incumbent on the High Court to look into
those documenVdocuments which have a bearing on the matter
even at the initial stage and grant relief to the person concerned    F
by exercising jurisdiction under Section 482 of the Code.

     14. Inasmuch as the certified copy of the annual return
dated 30.09.1999 is a public document, more particularly, in
view of the provisions of the Companies Act, 1956 read with           G
Section 74(2) of the Indian Evidence Act, 1872, we hold that
the appellant has validly resigned from the Directorship of the
Company even in the year 1998 and she cannot be held
responsible for the dishonour of the cheques issued in the year
2004.                                                                 H
    90    SUPREME COURT REPORTS [2011] 13 (ADDL.) S.C.R.

A       15. This Court has repeatedly held that in case of a
  Director, complaint should specifically spell out how and in what
  manner the Director was in charge of or was responsible to the
  accused Company for conduct of its business and mere bald
  statement that he or she was in charge of and was responsible
8 to the company for conduct of its business is not sufficient. [Vide
    National Small Industries Corporation Limited vs. Harmeet
    Singh Paintal and Another, (2010) 3 SCC 330). In the case
  on hand, particularly, in para 4 of the complaint, except the
  mere bald and cursory statement with regard to the appellant,
C the complainant has not specified her role in the day to day
  affairs of the Company. We have verified the averments as
  regard to the same and we agree with the contention of Mr.
  Akhil Sibal that except reproduction of the statutory
  requirements the complainant has not specified or elaborated
D the role of the appellant in the day to day affairs of the Company.
  On this ground also, the appellant is entitled to succeed.

        16. In the light of the above discussion and of the fact that
  the appellant has established that she had resigned from the
  Company as a Director in 1998, well before the relevant date,
E namely, in the year 2004, when the cheques were issued, the
  High Court, in the light of the acceptable materials such as
  certified copy of annual return dated 30.09.1999 and Form 32
  ought to have exercised its jurisdiction under Section 482 and
  quashed the criminal proceedings. We are unable to accept
F the reasoning of the High Court and we are satisfied that the
  appellant has made out a case for quashing the criminal
  proceedings. Consequently, the criminal complaint No. 99311
  of 2005 on the file of ACMM, New Delhi, insofar as the
  appellant herein (A3) is quashed and the appeal is allowed.
G R.P.                                             Appeal allowed.