9911796707
TMI Blog2014 (10) TMI 1084X X X X Extracts X X X X X X X X Extracts X X X X ..... nt No. 2950 (in CRM No. M-2887 of 2013) and complaint No. 2949 (in CRM No. M-2888 of 2013) dated 21. 10. 2012 and for quashing of order dated 14. 12. 2012 (in CRM No. M-2886 of 2013) and orders dated 03. 12. 2012 (in CRM No. M-2887 and 2888 of 2013) summoning the petitioners for the commission of offence under Section 138 of the Negotiable Instruments Act, 1881. 2. Notice of motion in all the petitions was issued and learned counsel for respondent appeared and contested the petitions. 3. At the time of arguments, learned counsel for the petitioners argued only on one point that the petitioners, who were the Directors of M/s Toshiba Industries Ltd. (for brevity 'the Company') have already resigned on 10. 10. 2011 and their resignat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tions have been accepted, therefore, they are not supposed to upload Form No. 32 etc. as per provisions of the Company Act. It is for the Company Secretary to upload the form and if the Company Secretary commits any mistake, the present petitioners are not responsible for that. Furthermore, the perusal of the order dated 15. 01. 2014 passed by this Court shows that the original minute book of M/s Toshiba Industries Limited pertaining to the year 2011 was produced before the Court and as per this order, the same was perused by the Court. At page 110 of the minute book, there are minutes of the Board of Directors of M/s Toshiba Industries Limited held on 18. 11. 2011 at 10. 30 A. M. The minutes further revealed that as per agenda item No. 3, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to Registrar of Companies is duty of company secretary and not of an individual director. It is for company secretary to fill in forms as prescribed and to give due information and intimation to the ROC, as the law requires and thereafter, to be so mentioned in all prescribed registers of company, accounts and balance sheet of company and thereafter the said fact is to be brought to the notice of the members of the company as early as possible and at the latest in annual general meeting. 9. Learned counsel for the petitioners has further cited judgment passed by the Hon'ble Karnataka High Court in Mother Care (India) Ltd. vs. Prof. Ramaswamy P. Aiyar, ILR 2004 Karnataka 1081, in which it is held that resignation means, spontaneous reli ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f the present case. 11. Learned counsel for the petitioner has further cited judgment passed by the Hon'ble Supreme Court in Harshendra Kumar D. vs. Rebatilata Koley etc., AIR 2011 SC 1090, in which it is held that a person who was not a Director of the Company or otherwise involved with its affairs, on the date when the offence was committed by the Company shall not be liable to be proceeded against. In that case, it is further held that "as noticed above, the Appellant resigned from the post of Director on March 2, 2004. The dishonoured cheques were issued by the Company on April 30, 2004 i. e, much after the Appellant had resigned from the post of Director of the Company. The acceptance of Appellant's resignation is duly reflect ..... X X X X Extracts X X X X X X X X Extracts X X X X
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