TMI Blog2012 (6) TMI 887X X X X Extracts X X X X X X X X Extracts X X X X ..... s of the Company. Siddharth Mehta is resigned from the company. The averment made regarding petitioner No. 3, Siddharth Mehta, is that he has resigned from the Company is seriously disputed by the counsel for the complainant. The present revision petition has been filed under Section 482 Cr.P.C. The above said three petitioners have prayed that the Complaint Case No. 24033 of 2011 pending before the Metropolitan Magistrate, 9th Court, Calcutta, against them for offence under Sections 138/141 of the Negotiable Instruments Act, be quashed. 2. The Company had issued a cheque in favour of the complainant company opposite party No. 1. The cheque had bounced and the same led the complainant company to institute the prosecution against the Comp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ssential 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he Directors can be held criminally liable because of their vicarious liability. 8. In N.K. Wahi v. Shekhar Singh Ors., reported in (2007) 9 SCC 481 : [2007 ALL MR (Cri) 1445 (S.C.)], it was held as under: 8. To launch a prosecution, therefore, against the alleged Directors there must be a specific allegation in the complaint as to the part played by them in the transaction. There should be clear and unambiguous allegation as to how the Directors are in-charge and responsible for the conduct of the business of the company. The description should be clear. It is true that precise words from the provisions of the Act need not be reproduced and the court can always come to a conclusion in facts of each case. But still, in the absence o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... gachari's case (supra), the facts of which were entirely different from the facts of this case. It is now well established that in a complaint against a Company and its Directors, the Complainant has to indicate in the complaint itself as to whether the Directors concerned were either in charge of or responsible to the Company for its day-to-day management, or whether they were responsible to the Company for the conduct of its business. A mere bald statement that a person was a Director of the Company against which certain allegations had been made is not sufficient to make such Director liable in the absence of any specific allegations regarding his role in the management of the Company. 11. In view of the above noted judicial prono ..... X X X X Extracts X X X X X X X X Extracts X X X X
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