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2017 (4) TMI 1017 - HC - Indian LawsComplaint filed under Section 138 of the Negotiable Instruments Act - liability of non-executive and independent Directors of the company by virtue of Section 141 of the Negotiable Instruments Ac - Held that:- Section 141 of the Act makes the Directors incharge and responsible to Company "for the conduct of the business of the Company" within the mischief of Section 138 of the Act and not particular business for which the cheque was issued. If there are basic averments in the complaint supported by some other evidence on record, then the burden would shift upon the accused to show that he had nothing to do with the daytoday affairs and working of the company at the time of the commission of the offence. As observed the accused will have to furnish some sterling uncontrovertible material or acceptable circumstances to substantiate such contention. The accused cannot get the complaint quashed merely on the ground that apart from the basic averments, no particulars are given in the complaint about his role, because ordinarily the basic averment would be sufficient to send him to trial and it could be argued that his further role could be brought out in the trial. I do not propose to close the doors of the applicants at this stage. It will be still open for the applicants to adduce sufficient and necessary materials in the course of the trial to establish that they, being nonexecutive and independent Directors, had no role to play in the daytoday affairs and management of the company. The Trial Court shall consider such evidence that may be led by the parties in the course of the trial and then take an appropriate decision before fastening vicarious liability under Section 141 of the Negotiable Instruments Act. While deciding or fixing the vicarious liability of the applicants herein, the Trial Court shall not be influenced by any of the observations made by this Court in this judgment, except the position of law.
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