M/S Mansi Finance (Chennai) Ltd. vs M. Lalitha
- Court
- Supreme Court
REPORTABLE
IN THE SUPREME COURT OF INDIA
CRIMINAL APPELLATE JURISDICTION
CRIMINAL APPEAL NO. 2849 OF 2026
[ARISING OUT OF S.L.P. (CRIMINAL) NO. 13907 OF 2024]
M/S MANSI FINANCE (CHENNAI) LTD. … APPELLANT(S)
VERSUS
M. LALITHA AND OTHERS ... RESPONDENT(S)
J U D G M E N T
PRASHANT KUMAR MISHRA, J.
1. Leave granted.
2. The present Appeal lays challenge to the impugned final order dated
1
28.06.2024 passed by the High Court of Judicature at Madras in Criminal
Original Petition No.10494 of 2024, whereby the High Court, in exercise of its
2
jurisdiction under Section 482 of the Code of Criminal Procedure, 1973 ,
quashed the criminal proceedings against respondent Nos. 1 to 4 herein
(arrayed as accused nos. 3, 6, 8 and 9) in S.T.C. No. 1980 of 2023, pending
on the file of the Court of the learned IV FTC Metropolitan Magistrate, George
Town, Chennai, arising out of a private complaint instituted by the appellant
3
under Sections 138 and 141 of the Negotiable Instruments Act, 1881 .
1
For short, ‘High Court’
2
For short, ‘Cr.PC’
3
For short, ‘NI Act’
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A. FACTUAL MATRIX
3. The appellant, M/s Mansi Finance (Chennai) Ltd., is a finance company
carrying on business at Chennai and has instituted the said complaint
through its Manager and Power of Attorney holder, A. Ramesh. On the other
hand, the first accused in the complaint is M/s Ravindra Bharathi
Educational Society, a society registered under the provisions of the Societies
Registration Act, 1860. The second accused, namely M. Subramaniam, is the
President of the said Society and the signatory to the cheque in question. The
present respondent Nos. 1 to 4 were arrayed in the complaint as accused nos.
3, 6, 8 and 9 respectively, in their capacities as office bearers and
functionaries of the Society, namely Vice-President, Treasurer, Executive
Member and Manager. The case of the appellant is that all the accused
persons were actively associated with the affairs of the Society and were
responsible for its administration and business dealings.
4. The genesis of the dispute lies in a series of financial transactions
entered into between the appellant and the accused-Society. It is the specific
case of the appellant that during the period between 02.07.2018 and
27.07.2018, the accused persons, acting for and on behalf of the Society,
approached the appellant and borrowed an aggregate sum of Rs.
4,50,00,000/- (Four Crores and Fifty Lakhs Rupees only) for the purpose of
development of the educational institution and for its business requirements.
The said amount is stated to have been advanced in different tranches by way
of cheques.
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5. In acknowledgment of the borrowings, promissory notes came to be
executed on various dates between 02.07.2018 and 27.07.2018 in favour of
the appellant. The record indicates that the said promissory notes were
executed by the second accused-President of the Society and, in certain
instances, by some of the office bearers including respondent Nos. 1 and 4
herein, thereby evidencing their participation in the financial arrangements
underlying the transaction.
6. It is further borne out from the record that on 31.07.2018, a
4
Memorandum of Understanding came to be executed between the appellant
and the accused-Society, represented by its President and Vice-President,
formalizing the borrowing transaction and stipulating the terms of repayment.
Under the said arrangement, the amount advanced carried interest at the rate
of 30% per annum and remained repayable on demand.
7. According to the appellant, despite repeated demands for repayment,
the outstanding liability remained unpaid. Thereafter, towards discharge of
the subsisting liability together with accrued interest, cheque bearing
No.003109 dated 18.11.2019 for a sum of Rs. 5,12,61,500/- (Five Crores and
Twelve Lakhs and Sixty-one Thousand and Five Hundred Rupees only) came
to be issued in favour of the appellant, drawn on Andhra Bank, Kavuri Hills
Branch, Hyderabad. As noted by the High Court, the cheque in question was
signed by the second accused, M. Subramaniam, in his capacity as President
and authorised signatory of the first accused-Society.
4
For short, ‘MoU’
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8. The appellant presented the said cheque for encashment through its
banker, namely IDBI Bank, Parrys Corner Branch, Chennai. However, the
cheque was dishonoured and returned unpaid on 19.11.2019 with the
endorsement “Account Blocked”. Pursuant thereto, the appellant caused a
statutory demand notice dated 12.12.2019 to the Society and all its office
bearers, including the present respondents, calling upon them to make
payment of the cheque amount within the prescribed statutory period. The
notice is stated to have been served on 16.12.2019. Despite service of notice,
neither payment was made nor any reply was issued on behalf of the accused
persons.
9. Consequent upon failure to comply with the statutory demand, the
appellant instituted a private complaint under Sections 138 and 141 of the NI
Act before the Court of the learned IV FTC Metropolitan Magistrate, George
Town, Chennai, which came to be taken on file as S.T.C. No. 1980 of 2023,
by order dated 27.02.2023.
10. In the complaint so instituted, the appellant specifically averred that
accused nos. 2 to 9, including the present respondents, were persons in-
charge of and responsible to the first accused-Society for the conduct of its
day-to-day business affairs. It was further alleged, particularly in paragraph
7 of the complaint, that all the accused persons had knowingly issued the
cheque despite being fully aware that the account of the Society stood blocked
and that such issuance was actuated by mala fide intention and dishonest
motive.
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11. Upon being summoned in the complaint proceedings, the present
respondents approached the High Court by filing Criminal Original Petition
No. 10494 of 2024 under Section 482 of the Cr.PC seeking quashing of the
complaint insofar as it pertained to them. The principal contention urged
before the High Court was that they were neither signatories to the cheque
nor in-charge of the day-to-day affairs of the Society and that the complaint
lacked the necessary foundational averments to attract vicarious liability
under Section 141 of the NI Act.
12. Vide impugned final order dated 28.06.2024, the High Court allowed
the plea and had quashed the proceedings arising out of the complaint insofar
as the present respondents are concerned.
13. While passing the impugned order, the High Court examined the scope
and ambit of Section 141 of the NI Act and held that prosecution against
persons other than the drawer or signatory of the cheque can be sustained
only upon satisfaction of the statutory requirements that such persons were
both in-charge of and responsible for the conduct of the business of the
company or society concerned. The High Court held that the averments
contained in the complaint, particularly paragraph 7 thereof, were omnibus
and lacked the requisite specificity to satisfy the statutory threshold for
fastening vicarious criminal liability.
14. In arriving at the aforesaid conclusion, the High Court placed reliance
upon the decisions of this Court in S.P. Mani and Mohan Dairy vs. Dr.
Criminal Appeal @ S.L.P. (Crl.) No.13907 of 2024 Page 5 of 18
5
Snehalatha Elangovan and Ashok Shewakramani and Others vs. State
6
of Andhra Pradesh and Another and held that mere designation as office
bearers of a Society, in the absence of specific allegations disclosing their
active role in the conduct of its business affairs, would not justify continuation
of criminal prosecution under Sections 138 and 141 of the NI Act.
15. Aggrieved by the quashing of proceedings the present respondents,
qua
the appellant has preferred the present Appeal.
B. SUBMISSIONS OF PARTIES
16. We have heard the learned counsel appearing for the parties and
perused the material placed on record.
17. Learned senior counsel for the appellant argued that the High Court
erred in quashing the complaint despite the specific averments in the
complaint that the respondents were in charge of and responsible for the day-
to-day affairs and financial management of the Society.
18. It was argued that the complaint sufficiently satisfied the requirements
under Section 141 of the NI Act as it specifically alleged that the respondents
were responsible for the conduct of the affairs of the Society and had
knowingly participated in issuance of the cheque despite insufficiency of
funds.
19. It was further submitted that respondent Nos. 1 to 3 were office bearers
and members of the Managing Committee entrusted with the management of
5
(2023) 10 SCC 685
6
(2023) 8 SCC 473
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funds, operation of bank accounts, and approval of withdrawals, thereby
attracting liability under Section 141 of the NI Act.
20. Learned senior counsel further argued that the documents placed on
record, including the MoU and promissory notes, prima facie demonstrated
the active involvement of the respondents in the financial affairs and
transactions of the Society.
21. Learned senior counsel for the appellant also contended that the
participation of the respondents in execution of financial documents and
repayment arrangements clearly established their involvement in the conduct
of the affairs of the Society. Lastly, learned senior counsel also argued that
the question regarding the precise role and responsibility of the respondents
was a disputed question of fact which could only be determined during trial
upon appreciation of evidence.
22. Per contra, learned counsel for the respondents argued that the High
Court rightly exercised its jurisdiction under Section 482 of the Cr.PC to
prevent unnecessary criminal prosecution where the basic ingredients
required to proceed against the respondents were absent.
23. Learned counsel for the respondents highlighted that the complaint did
not contain any specific allegations showing how and in what manner they
were responsible for the conduct of the affairs of the Society at the relevant
time. It was pointed out by the learned counsel that there were only omnibus
allegations and there existed no strict compliance with the requirements
under Section 141 of the NI Act.
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24. Lastly, learned counsel for the respondents submitted that mere
designation as office bearer is insufficient to attract vicarious liability under
Section 141 of the NI Act in the absence of specific averments in the complaint
by the appellant regarding their active role in the conduct of the affairs of the
Society.
C. ANALYSIS
25. The short question which falls for consideration is whether the High
Court was justified in quashing the complaint proceedings against the
respondents herein in exercise of its inherent jurisdiction under Section 482
of the Cr.PC.
26. Before adverting to the rival submissions, it would be apposite to notice
the statutory scheme governing the controversy. Section 141 of the NI Act is
reproduced hereinbelow for reference:
“141. Offences by companies.—(1) If the person
committing an offence under Section 138 is a company,
every person who, at the time the offence was committed,
was in charge of, and was responsible to the company for
the conduct of the business of the company, as well as the
company, shall be deemed to be guilty of the offence and
shall be liable to be proceeded against and punished
accordingly:
Provided that nothing contained in this sub-section shall
render any person liable to punishment if he proves that
the offence was committed without his knowledge, or that
he had exercised all due diligence to prevent the
commission of such offence.
Provided further that where a person is nominated as a
Director of a company by virtue of his holding any office or
employment in the Central Government or State
Government or a financial corporation owned or controlled
by the Central Government or the State Government, as
the case may be, he shall not be liable for prosecution
under this chapter.
(2) Notwithstanding anything contained in sub-section (1),
where any offence under this Act has been committed by a
company and it is proved that the offence has been
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committed with the consent or connivance of, or is
attributable to, any neglect on the part of, any director,
manager, secretary or other officer of the company, such
director, manager, secretary or other officer shall also be
deemed to be guilty of that offence and shall be liable to be
proceeded against and punished accordingly.”
27. While Section 138 of the NI Act creates the offence of dishonour of
cheque, Section 141 of the NI Act extends criminal liability to every person
who, at the time the offence was committed, was in-charge of and responsible
to the company or association for the conduct of its business. The position in
law on the scope and ambit of Section 141 of the NI Act is well established. In
7
S.M.S. Pharmaceuticals Ltd. vs. Neeta Bhalla and Another , a three-
Judge Bench of this Court held that for invoking vicarious liability under
Section 141 of the NI Act, it is necessary to aver in the complaint that at the
time the offence was committed, the person accused was in-charge of and
responsible for the conduct of the business of the company. The relevant
observations of this Court are as follows:
“ 18. To sum up, there is almost unanimous judicial
opinion that necessary averments ought to be contained in
a complaint before a person can be subjected to criminal
process. A liability under Section 141 of the Act is sought
to be fastened vicariously on a person connected with a
company, the principal accused being the company itself.
It is a departure from the rule in criminal law against
vicarious liability. A clear case should be spelled out in
the complaint against the person sought to be made
liable. Section 141 of the Act contains the
requirements for making a person liable under the said
provision. That the respondent falls within the
parameters of Section 141 has to be spelled out. A
complaint has to be examined by the Magistrate in the
first instance on the basis of averments contained
therein. If the Magistrate is satisfied that there are
averments which bring the case within Section 141, he
would issue the process. We have seen that merely
being described as a director in a company is not
sufficient to satisfy the requirement of Section 141.
Even a non-director can be liable under Section 141 of
7
(2005) 8 SCC 89
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the Act. The averments in the complaint would also
serve the purpose that the person sought to be made
liable would know what is the case which is alleged
against him. This will enable him to meet the case at
the trial.
19. In view of the above discussion, our answers to the
questions posed in the reference are as under:
(a) It is necessary to specifically aver in a complaint
under Section 141 that at the time the offence was
committed, the person accused was in charge of, and
responsible for the conduct of business of the
company. This averment is an essential requirement of
Section 141 and has to be made in a complaint.
Without this averment being made in a complaint, the
requirements of Section 141 cannot be said to be
satisfied.
(b) The answer to the question posed in sub-para (b) has
to be in the negative. Merely being a director of a
company is not sufficient to make the person liable
under Section 141 of the Act. A director in a company
cannot be deemed to be in charge of and responsible to
the company for the conduct of its business. The
requirement of Section 141 is that the person sought
to be made liable should be in charge of and
responsible for the conduct of the business of the
company at the relevant time. This has to be averred
as a fact as there is no deemed liability of a director in
such cases.
(c) The answer to Question (c) has to be in the
affirmative. The question notes that the managing director
or joint managing director would be admittedly in charge
of the company and responsible to the company for the
conduct of its business. When that is so, holders of such
positions in a company become liable under Section 141
of the Act. By virtue of the office they hold as managing
director or joint managing director, these persons are in
charge of and responsible for the conduct of business of
the company. Therefore, they get covered under Section
141. So far as the signatory of a cheque which is
dishonoured is concerned, he is clearly responsible for
the incriminating act and will be covered under sub-
section (2) of Section 141.”
(emphasis supplied)
28. The principle was further explained in National Small Industries
8
Corporation Limited vs. Harmeet Singh Paintal and Another , where this
Court observed that vicarious liability cannot be inferred merely from holding
8
(2010) 3 SCC 330
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an office or designation and the complaint must disclose how and in what
manner the accused was responsible for the conduct of the business of the
company. The relevant observations of this Court are reproduced
hereinbelow:
“ 13. Section 141 is a penal provision creating vicarious
liability, and which, as per settled law, must be strictly
construed. It is therefore, not sufficient to make a bald
cursory statement in a complaint that the Director
(arrayed as an accused) is in charge of and responsible
to the company for the conduct of the business of the
company without anything more as to the role of the
Director. But the complaint should spell out as to how
and in what manner Respondent 1 was in charge of or
was responsible to the accused Company for the
conduct of its business. This is in consonance with
strict interpretation of penal statutes, especially,
where such statutes create vicarious liability.
*
22. Therefore, this Court has distinguished the case of
persons who are in charge of and responsible for the
conduct of the business of the company at the time of
the offence and the persons who are merely holding
the post in a company and are not in charge of and
responsible for the conduct of the business of the
company. Further, in order to fasten the vicarious
liability in accordance with Section 141, the averment
as to the role of the Directors concerned should be
specific. The description should be clear and there
should be some unambiguous allegations as to how the
Directors concerned were alleged to be in charge of and
were responsible for the conduct and affairs of the
company.
*
39. From the above discussion, the following principles
emerge:
(i) The primary responsibility is on the complainant to
make specific averments as are required under the law
in the complaint so as to make the accused vicariously
liable. For fastening the criminal liability, there is no
presumption that every Director knows about the
transaction.
(ii) Section 141 does not make all the Directors liable for
the offence. The criminal liability can be fastened only
on those who, at the time of the commission of the
offence, were in charge of and were responsible for the
conduct of the business of the company.
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(iii) Vicarious liability can be inferred against a
company registered or incorporated under the
Companies Act, 1956 only if the requisite statements,
which are required to be averred in the
complaint/petition, are made so as to make the
accused therein vicariously liable for offence
committed by the company along with averments in
the petition containing that the accused were in
charge of and responsible for the business of the
company and by virtue of their position they are liable
to be proceeded with.
(iv) Vicarious liability on the part of a person must be
pleaded and proved and not inferred.
(v) If the accused is a Managing Director or a Joint
Managing Director then it is not necessary to make specific
averment in the complaint and by virtue of their position
they are liable to be proceeded with.
(vi) If the accused is a Director or an officer of a
company who signed the cheques on behalf of the
company then also it is not necessary to make specific
averment in the complaint.
(vii) The person sought to be made liable should be in
charge of and responsible for the conduct of the
business of the company at the relevant time. This has
to be averred as a fact as there is no deemed liability
of a Director in such cases.”
(emphasis supplied)
29. At the same time, in a recent decision in HDFC Bank Limited vs. State
9
of Maharashtra and Another , this Court clarified that the complaint need
not mechanically reproduce the exact phraseology of Section 141 of the NI Act
if the substance of the allegations, read as a whole, discloses the factual basis
for such liability. The emphasis, therefore, is not on form but on substance in
the sense that the criminal liability under Section 141 of the NI Act is person-
specific and cannot be imposed merely by association. The complaint must,
therefore, disclose sufficient factual foundation qua each accused and the role
attributable to each must be independently discernible.
9
(2025) 9 SCC 653 at Para 27.
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30. The High Court has quashed the proceedings against all the
respondents on the ground that the complaint does not disclose specific
averments as to how and in what manner they were in-charge of and
responsible for the conduct of the affairs of the Society and that the allegations
are omnibus in nature. In doing so, reliance has been placed upon the
decisions of this Court in S.P. Mani and Mohan Diary and Ashok
(supra)
Shewakramani (supra) . The proposition of law laid down in the foregoing
decisions admits of no dispute. Mere designation as an office bearer of a
company or society is not sufficient to attract Section 141 of the NI Act.
Equally, a complaint containing only a bald reproduction of the statutory
language without factual foundation cannot be sustained. However, it is clear
that the complaint itself is required to be read as a whole and not in isolated
fragments.
31. In Ashok Shewakramani (supra) , this Court quashed the proceedings
on the ground that the complaint therein contained only a reproduction of the
statutory requirements under Section 141 of the NI Act without disclosing any
factual nexus between the accused and the transaction giving rise to the
10
dishonoured cheque. It was in that factual context that this Court held that
mere reiteration of the statutory formula would not suffice.
32. In S.P. Mani and Mohan Diary (supra), while reiterating the
requirement of foundational averments under Section 141 of the NI Act, this
Court also emphasized that in construing a complaint a hyper-technical
approach ought not to be adopted and that where, read as a whole, the factual
10
At Para 23 to 25 of Ashok Shewakramani judgment.
Criminal Appeal @ S.L.P. (Crl.) No.13907 of 2024 Page 13 of 18
foundation for the offence has been laid, the power of quashing should be
11
exercised sparingly. This decision underscores that while vicarious liability
cannot be fastened in the absence of requisite pleadings, the complaint must
nonetheless be read in a practical and purposive manner, and if the factual
foundation for offence is disclosed, the proceedings ought not to be interdicted
at threshold.
33. Keeping the foregoing principles in mind, the issue, therefore, is
whether the appellant’s complaint discloses sufficient factual foundation
against each of the respondents herein so as to justify continuation of the
prosecution. The answer to that question cannot be uniform for all the
respondents and must necessarily depend upon the role attributable to each
of them.
34. The present case, insofar as respondent Nos. 1 (M. Lalitha - Vice
President), 2 (M. Rekah - Treasurer) and 4 (R. Murugan - Manager) are
concerned, stands on a materially different footing. The complaint refers to
antecedent borrowings, execution of promissory notes and the MoU
acknowledging the liability and stipulating the terms of repayment. These
antecedent transactions constitute the substratum of the legally enforceable
debt against which the cheque in question came to be issued.
35. The material placed on record prima facie indicates that respondent
Nos. 1, 2 and 4 were themselves signatories to some of the antecedent
financial documents forming part of the transaction. The MoU bears the
11
At Para 42 to 42.8 of S.P. Mani and Mohan Diary judgment.
Criminal Appeal @ S.L.P. (Crl.) No.13907 of 2024 Page 14 of 18
signature of respondent no. 1. The dishonoured cheque itself bears the
signature of respondent No. 2. The promissory notes and allied payment
documents disclose participation of respondent Nos. 1, 2 and 4. These are not
matters of mere designation but constitute prima facie material linking them
to the underlying transaction.
36. The documentary material forming part of the complaint furnishes the
factual foundation necessary for continuation of the prosecution at this stage.
Such participation in the transaction giving rise to the debt constitutes a
relevant and proximate circumstance while considering whether respondent
Nos. 1, 2 and 4 were in-charge of and responsible for the affairs of the Society
within the meaning of Section 141 of the NI Act.
37. However, the position stands on a different footing insofar as
respondent No. 3 (R. Babu Rao – Executive Member) is concerned. Except for
the general assertion in the complaint that he was an office bearer of the
Society and was responsible for its affairs, no specific role is attributed to him
in the transaction in question. Significantly, no promissory note, cheque, MoU
or allied financial document bears his signature or otherwise indicates his
participation.
38. Insofar as respondent No. 3 is concerned, the complaint does not travel
beyond a general assertion founded upon his official status in the Society. In
the absence of any specific factual foundation connecting him with the
transaction giving rise to the dishonoured cheque, the principle laid down in
Ashok Shewakramani (supra) and National Small Industries
Corporation Limited (supra) would squarely apply.
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39. Learned senior counsel for the appellant had argued that respondent
no.3, being an Executive Member and part of the Managing Committee of the
Society, was entrusted with the affairs of the Society and, therefore, liable
under Section 141 of the NI Act. We are unable to accept the said submission.
The law governing Section 141 of the NI Act is clear that there is no deemed
liability merely by virtue of holding an office or position in the company or
12
society. The complaint must disclose the factual basis showing that the
person sought to be prosecuted was in-charge of and responsible for the
conduct of the business of the entity at the relevant time. As far as the present
case is concerned, except for the general assertion regarding his status as an
Executive Member, no specific averment or material connecting respondent
No. 3 with the transaction in question has been brought on record. His
designation alone, therefore, would not be sufficient to attract liability under
Section 141 of the NI Act.
40. The High Court, in our view, was justified in quashing the proceedings
against respondent No. 3. However, it failed to notice the material distinction
respondent Nos. 1, 2 and 4 and erred in extending the same relief to them
qua
despite the prima facie material disclosing their participation in the
underlying transaction.
41. At the stage of quashing, the Court does not adjudicate upon the
truthfulness of the allegations nor does it embark upon appreciation of
evidence. Whether respondent nos.1, 2 and 4 were in fact in-charge of and
responsible for the conduct of the affairs of the Society is ultimately a matter
12
At Para 18 of S.M.S. Pharmaceuticals Ltd. judgment.
Criminal Appeal @ S.L.P. (Crl.) No.13907 of 2024 Page 16 of 18
of evidence to be established at trial, as explained in S.M.S. Pharmaceuticals
13
Ltd. (supra) . The sufficiency of such evidence is not the subject matter of
inquiry at this stage; the existence of foundational material alone is.
42. It is also relevant to note that the cheque in question was returned
unpaid with the endorsement “Account Blocked”. The complaint specifically
alleges that despite the existence of such circumstances, the cheque came to
be issued towards discharge of the liability arising out of the transactions
14
between the parties. At this stage, this Court is not required to adjudicate
upon the correctness of the said allegation. However, the surrounding
circumstances, coupled with the documentary material, prima facie disclosing
participation of respondent Nos. 1, 2 and 4 in the underlying financial
transactions, constitute sufficient foundational material to justify
continuation of the prosecution against them.
43. In the facts of the present case, we are of the considered view that the
complaint discloses sufficient foundational facts to proceed against
respondent Nos. 1, 2 and 4, but not against respondent No. 3. The impugned
order, therefore, warrants interference only to the limited extent indicated
above.
D. CONCLUSION
44. In view of the aforesaid discussion, we reach the following conclusion:
a) The Appeal is partly allowed .
13
At Para 18 of S.M.S. Pharmaceuticals Ltd. judgment.
14
At Para 7 of the Complaint.
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b) The impugned final order dated 28.06.2024 passed by the High
Court in Criminal Original Petition No. 10494 of 2024 is set aside
insofar as it relates to respondent Nos. 1, 2 and 4 herein. As far as
respondent No. 3 is concerned, the quashing of proceedings is
upheld.
c) Consequently, the complaint in S.T.C. No. 1980 of 2023, pending on
the file of the Court of the learned IV FTC Metropolitan Magistrate,
George Town, Chennai, shall stand restored insofar as respondent
Nos. 1, 2 and 4 herein are concerned.
45. All contentions of the parties are left open to be urged before Trial Court.
We clarify that the observations made in this judgment are confined only to
the adjudication of the issue arising in the present Appeal and shall not be
construed as an expression on the merits of the allegations in the complaint.
………………………………………J.
(PRASHANT KUMAR MISHRA)
………………………………………J.
(N.V. ANJARIA)
NEW DELHI;
MAY 26, 2026.
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