Case: Jayantilal Vashrambhai Modia & Another Vs. M/s. Orient Bell Ltd. & Others

Leave granted. We have heard learned counsel appearing for the parties.2. The High Court dismissed the applications of the appellants filed under Section 482 of Cr.P.C. praying for quashing of the summoning order in Criminal Complaint No. 408/1 of 2012 on the ground that the appellant is a mere Director of accused Company, who cannot be prosecuted as no vicarious liability can be fastened with the appellant.3. It is submitted that the High Court passed the said order, without referring to the Agreement dated 13.08.2010 annexed to the petition disclosing that the affairs of the Company was managed by one Mr. Anil D. Kaneria, respondent accused No. 2 in the matter in question. 4. Mr. Huzefa Ahmadi, learned senior counsel appearing for the appellants has drawn our attention to the judgment of this Court reported in National Small Industries Corporation Limited v. Harmeet Singh Paintal and Another, (2010) 3 SCC 330 , wherein this Court, while dealing with an almost similar fact situation had held in paras 12 & 13 as follows:"12. It is very clear from the above provision that what is required is that the persons who are sought to be made vicariously liable for a criminal offence under Section 141 should be, 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. Every person connected with the company shall not fall within the ambit of the provision. Only those persons who were in-charge of and responsible for the conduct of the business of the company at the time of commission of an offence will be liable for criminal action. It follows from the fact that if a Director of a Company who was not in-charge of and was not responsible for the conduct of the business of the company at the relevant time, will not be liable for a criminal offence under the provisions. The liability arises from being in-charge of and responsible for the conduct of the business of the company at the relevant time when the offence was committed and not on the basis of merely holding a designation or office in a company.12) 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 No.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." 5. We find that in the complaint, the appellant has not made a specific statement that the appellant as a Director and arrayed as an accused was in-charge and was responsible to the Company for the conduct of the business of the Company in its day-to-day affairs.6. In view of that, we do not find that the complaint which has been lodged is in consonance with the requirements made under Section 141 of the Negotiable Instruments Act and the law laid down by this court in the above judgment. 7. The order so passed by the High Court is thus set aside and we quash the order passed by the High Court vis-a-vis the appellant issuing the summons dated 03.08.2013.

Decision reasoning: 1[ds]5. We find that in the complaint, the appellant has not made a specific statement that the appellant as a Director and arrayed as an accused wasand was responsible to the Company for the conduct of the business of the Company in itsaffairs.6. In view of that, we do not find that the complaint which has been lodged is in consonance with the requirements made under Section 141 of the Negotiable Instruments Act and the law laid down by this court in the above judgment.