TaxTMI 
TaxTMI 
2026 (2) TMI 118
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....inafter referred to as 'N.I. Act') and also the Order dated 03.05.2017 vide which the Application seeking the dropping of the proceedings under Section 251 CrPC against the Accused Nos. 3 & 5, was dismissed. 4. Briefly stated, the aforesaid Complaint Cases under S.138 N.I. Act, were filed by the Respondents against the Petitioners in respect of the dishonour of the cheques pertaining to the year 2014. The Respondents had asserted that they were dealing in the business of supplying materials with Sh. Rambir Singh, partner in Ganesh Traders were having their Office at RZH-791-B, Gali No. 13, Raj Nagar-II, Palam Colony, Near Jat Dharamshala, New Delhi-110045. Sh. Rambir Singh had authorized his wife to look after, manage and control the affairs of the Company. The building material was supplied to the Petitioners at Spaze Business Park, Sector-66, Gurgaon, Bhartiya Vidhya Bhawan, K.G. Marg, Connaught Place and Spaze Corporate Park, Gurgaon. Mr. Satish Gupta, one of the Director of the Company, had issued three cheques in the sum of Rs. 5,00,000/- each, drawn on HDFC Bank, A/12, Shopping Mall, DLF Phase-I, Qutub Enclave, Gurgaon-122002, in discharge of their liabilities, towards the....
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....ever dealt with the Complainant in any manner. 10. The Complaint also is altogether silent about the allegations in regard to the liability of the Petitioners. Not a single document has been filed to substantiate the allegations made in the Complaint. In a catena of Judgments, the Apex Court has held that if the Complaint is silent in regard to the role of the Directors of the Company, then no liability can be imputed on them and they are liable to be discharged. 11. In order to make the Directors liable for an offence committed by the Company, under Section 141 of the Act, there must be specific averments against the Directors showing how and in what manner they were responsible for the conduct of the affairs of the Company. The only averments against them is that they are responsible for day-to-day affairs of the Company. The entire Complaint is silent about the manner in which they were managing the affairs of the Company. 12. Hence, the prayer is made that the Order dated 03.05.2017 dismissing the dropping of proceedings Application against the Petitioners, be set-aside and the Complaint be quashed. 13. The Respondents filed a Reply wherein a preliminary objection w....
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....egated his functions and powers to the Petitioners herein, who were looking after the affairs of the Company and were actively taking part in the affairs of the Company, on daily basis. Mr. Satish Gupta, husband of the Petitioner No. 1 and father of the Petitioner No. 2, expired last year, due to prolonged sickness. 18. The alleged resignation dated 01.10.2013 of the Petitioner No. 2, is a forged and fabricated document as the resigning Director i.e. Mr. Abhishek Gupta was not even in India, on the said date. Further, even on the date of entering into negotiations with the Respondent/Complainant; on the date of issuance of cheques; on the date of dishonour of the cheques; on the date of service of Notice of demand, Petitioner No. 2 was a Director, as per the record of the Registrar of Companies. The resignation is an afterthought, after the Complaints under N.I. Act, were filed against them and Petitioner No. 2 was summoned. The alleged resignation was uploaded on 11.07.2018 and the Stamp Paper was also purchased on 11.07.2018. 19. The Proprietor of the Complainant/Respondent, Mr. Rambir Singh was approached by the Petitioners i.e. Ms. Sandhya Gupta and Mr. Abhishek Gupta alo....
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....show the resignation of the Petitioner No. 2. The date of resignation is alleged to be 01.10.2013, which was approved by the Board of Directors on 07.10.2013. It is submitted that the copy of Form No. 32, has not been filed to show its acceptance with Registrar of Companies and the date of payment of fees for the said change. The resignation is effective only when the fee is paid and the change is made in the record. The same can be decided only after adducing the evidence. Reference is placed on Malwa Cotton and Spinning Mills Ltd. vs. Singh Sidhu, 2008 AIR Supreme Court 3273. 26. Furthermore, the Petitioners have admitted that the Petitioner No. 1, namely, Ms. Sandhu Gupta was an authorised signatory in the SP Contracts Private Limited, which is a position of responsibility and impliedly admitted the participation in the day-to-day affairs in her capacity as a Director in the Accused Company. The claim that she was only a sleeping partner, is falsified. 27. The blatant admissions of the Petitioners in their Petitions, do not justify quashing of the Complaint or the Summoning Order. It is, therefore, submitted that the Petitions are liable to be rejected. 28. Learned coun....
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....cts that he was admitted as a Director on 15.11.2013 and resigned on 01.10.2013. His resignation is also supported by Minutes of the Meeting of the Board of Directors held on 07.10.2013 wherein the resignation tendered by Mr. Abhishek Gupta, was accepted w.e.f. 07.10.2023. T resignation of Mr. Abhishek Gupta on 01.10.2013 is supported by Form-32. 34. It is claimed on behalf of the Respondent that the bare perusal of this Form-32, shows that it has been manipulated and submitted only in the year 2018. It is claimed that his resignation is being created only to escape the liability under these Complaint Cases. 35. In this context, it would be pertinent to refer to Section 168 Companies Act, 2013, Resignation of Director. It provides that a Director may resign from his Office by giving a Notice in writing to the Company and the Board shall on receipt of such Notice, take the note of the same and shall intimate the Registrar in such manner, within such time and in such Form as may be prescribed and shall also place the fact of such resignation in the report of Directors be laid in the immediately following General Meeting of the Company. An Amendment was made in the Proviso w.e.f....