The appellant, who was a non-executive Director on the Board of M/s. Lapareil Exports (P) Ltd., resigned from the directorship w.e.f. 31-8-1998. On 20-11-1998, recording the resignation of the 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 u/s.138 of the Negotiable Instruments Act (the Act) by the respondents. The appellant, replied to the said notice informing the respondents that she had resigned from the directorship of the company long back in 1998.
The respondents filed a complaint u/s.138 of the Act against the company arraying the appellant as an accused. It was stated in the complaint that the appellant and the other accused were the directors of the company and were responsible for the conduct of the business and also responsible for the day-to-day affairs of the company and that all the accused persons, who were in 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. The appellant filed a petition before the High Court for quashing the complaint. The High Court held that the annual return dated Sept. 30, 1999, filed by the company was not a public document, and dismissed the petition.
The Supreme Court allowing the appeal held that inasmuch as the appellant’s reply to the statutory notice contained specific information that the appellant had resigned from the company in 1998, the respondent was not justified in not referring to it in the complaint and arraying her as accused in the complaint filed in the year 2005.
Further though the appellant was unable to produce a certified copy of Form 32, as it was not available with the Registrar of Companies, a copy of Form 32 was placed before the High Court. A reading of sections 159, 163 and 610(3) the Companies Act, 1956, makes it clear that there is a statutory requirement u/s.159 of the Companies Act, that every company having a share capital shall file with the Registrar of Companies an annual return which includes details of the existing directors. Section 163 requires the annual return to be made available by a company for inspection and section 610 which entitles any person to inspect the documents kept by the Registrar of Companies. The High Court committed an error in ignoring section 74 of the Indian Evidence Act, 1872 which refers to public documents and s.s (2) thereof which 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 1956 Act, read with s.s (2) of section 74 of the Indian Evidence Act, 1872, makes it clear that a certified copy of the annual return is a public document and the contrary conclusion arrived at by the High Court could not be sustained.
In view of the fact that the appellant had established that she had resigned from the company as a director in 1998, well before the relevant date, namely, in the year 2004, when the cheques were issued, the criminal complaint in so far as the appellant was concerned was to be quashed.
