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https://www.mhc.tn.gov.in/judis This Criminal Original Petition had been filed to quash the case in S.T.C.No.6188 of 2022 on the file of the learned Judicial Magistrate-IV, Tiruchirappalli.

2. The learned Counsel for the Petitioners Thiru.G.Thalaimuthurasu submitted that the Petitioners are arraigned as Accused 5 and 6 in the private complaint under Section 138 of Negotiable Instruments Act, 1881, in S.T.C.No.6188 of 2022 preferred by the Respondent on the file of the learned Judicial Magistrate No.IV at Tiruchirappalli. The first Accused, as per the complaint, is M/s.Taashee Linux Services Private Limited represented by its Directors, 101, 12th Floor, Western Aqua Tower, Whitefields, Hitech City, Kondapur, Hyderabad, Telengana – 500 089. Mobile No.9989926182/9154910504. Taashee Linux Services Private Limited represented by its Directors, 6-3-252/2, 5th Floor, Workafella, Banjara Hills Main Road, Erram Manzil, Mada Manzil, Banjara Hills, Hyderabad, Telengana – 500 004 and its Directors. The Petitioners are arraigned as Accused-5 and Accused-6. As per the submission of the learned Counsel for the Petitioners the Petitioners/Accused-5 and Accused-6 are practising Lawyers. They were appointed to the Company – M/s.Taashee Linux Services Private Limited on 09.07.2021. In the https://www.mhc.tn.gov.in/judis appointment letter, the duties and responsibilities are clearly stated as follows:

g) You will be responsible for identifying the loss caused due to non-compliance or delayed compliance committed by the Erring Director. ”

4.Subsequently, Accused-5 and Accused-6 have resigned as per the proceedings of the Company, which reads as follows:-

“EXTRACT OF THE RESOLUTIONS PASSED AT THE MEETING OF BOARD OF DIRECTORS OF TAASHEE LINUX SERVICES PRIVATE LIMITED HELD ON WEDNESDAY, THE 30th DAY OF MARCH 2022 AT 11:00 AM. AT THE REGISTERED OFFICE OF THE COMPANY SITUATED AT 101. WORKAFELLA, 12TH FLOOR WESTERN AQUA TOWER, HITECH CITY, KONDAPUR, HYDERABAD-500081. TELANGANA, INDIA Resignation of Mr. Moksha Kalyanram Abhiramula as a Director- Professional "RESOLVED THAT pursuant to the provisions of Section 168 of the Companies Act, 2013 and other applicable provisions, if any read with rules made thereunder (including any statutory modification(s) or re- enactment(s) thereon for the time being in force), the resignation of Mr. Moksha Kalyanram Abhiramula, Director (DIN:
//CERTIFIED TRUE COPY// For TAASHEE LINUX SERVICES PRIVATE LIMITED https://www.mhc.tn.gov.in/judis Sd/-
ABHISHEK DATT DIRECTOR DIN: 08739640”

5.As per the Form No.DIR-12, the resignation of the first Petitioner/Accused-5 is recorded vide columns 'xvii – xix' as “In case of cessation – Hereby confirmed that the above mentioned Director is not associated with the Company with effect from 03.03.2022 due to Resignation u/s. 168”. The resignation of Accused-6 is also recorded vide columns 'xvii – xix' as “In case of cessation – Hereby confirmed that the above mentioned Director is not associated with the Company with effect from 03.03.2022 due to Resignation u/s. 168”. Therefore, by the time the complaint was filed, they were not the Directors of the Company. Also, they were not appointed as Directors or whole time Directors. They were appointed only to advise the Company regarding financial and risk management, to unearth the financial fraud committed by erring Director - Rajeev Satpal Lakhanpal, inspect and analyse the past financial data from financial year 2020 till 2021 and expediate the forensic audit and they had resigned subsequently. Therefore, they are in no way connected with the cheque transactions involving M/s.Taashee Linux Service Private Limited and the Complainant – M/s.Redington (India) Limited. Also the learned https://www.mhc.tn.gov.in/judis Counsel for the Petitioners submitted that the Petitioners were not responsible for issuance of cheque or they were not signatory to the cheques on behalf of M/s.Taashee Linux Services Private Limited. Therefore, the pleadings in the complaint that all the Directors of the Company are jointly and severely liable for the bouncing of the cheque for the offences under Section 138 of the Negotiable Instruments Act, 1881 will not hold the Petitioners liable. The Petitioners were only appointed to advise the Company regarding financial and risk management, to unearth the financial fraud committed by erring Director - Rajeev Satpal Lakhanpal, inspect and analyse the past financial data from financial year 2020 till 2021 and expediate the forensic audit. Therefore, by the appointment of the Petitioners as Advisers and Directors they cannot be held liable. Therefore, the complaint in S.T.C.No.6188 of 2022 as against the Petitioners/Accused Nos.5 and 6 is to be quashed and this Criminal Original Petition is to allowed.

11. On consideration of the submission made by the learned Counsel for the Petitioners and the learned Counsel for the Respondent and on perusal of the documents, it is found that the Petitioners are arraigned as Accused-5 and Accused-6 in STC.No.6188 of 2022. Both the Petitioners are the practicing lawyers. They were inducted as Directors of the first Accused Company – M/s.Taashee Linux Services Private Limited. The Respondent/De-facto Complainant had in the complaint mentioned that all the Directors of the Company are jointly and severally responsible for all the liabilities of the Company as it existed as on the date. All the Accused have failed and neglected to pay the amount due on the dishonoured cheque within 15 days after receipt of the notice of the dishonour. It is the further contention of the learned Counsel for the Petitioners that the Petitioners were appointed by the first Accused Company – M/s.Taashee Linux https://www.mhc.tn.gov.in/judis Services Private Limited as Directors for the specific purpose mentioned in the appointment letter.