Cheque dishonour liability requires proof of control at the relevant time; former director quashed where ROC records showed prior resignation.

Vicarious liability for cheque dishonour under the Negotiable Instruments Act arises only where a person was in charge of and responsible for the company's business when the offence was committed. On the facts, a certified ROC Form No. 32 showed that the accused had resigned as director long before the cheques were issued, and no material established her control of the company at the relevant time. The Court accepted the authenticity of the ROC record, distinguished cases involving disputed resignations, and held that the foundational basis for prosecution was absent. The criminal complaint and summons were therefore quashed against her.

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Issues: Whether the criminal complaint and summons under Section 138 of the Negotiable Instruments Act could be quashed against a person who had resigned as director long before the cheques were issued and was not shown to be in charge of the company at the relevant time.

Analysis: Liability under Section 141 of the Negotiable Instruments Act attaches only to persons who were in charge of and responsible for the conduct of the business of the company when the offence was committed. Where the material placed before the Court showed, through a certified copy of Form No. 32 issued by the Registrar of Companies, that the petitioner had ceased to be a director with effect from 20.8.1994, and the cheques in question were issued much later, the factual basis necessary to invoke vicarious liability was absent. The Court distinguished cases where resignation or cessation of office remained disputed or unsupported by reliable records, and held that the authenticity of the ROC certified document could not be doubted.

Conclusion: The proceedings under Section 138 of the Negotiable Instruments Act were liable to be quashed against the petitioner, as she was not a director or person in charge of the company at the relevant time.

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