TMI Blog2014 (5) TMI 1221X X X X Extracts X X X X X X X X Extracts X X X X ..... make any or all the directors as accused in a complaint merely on the basis of a statement that they are in-charge of and responsible for the conduct of the business of the company without anything more is not a sufficient or adequate fulfillment of the requirements under Section 141. It is also settled position in law that with a view to make a director of a company vicariously liable for the acts of the company, it is obligatory on the part of the complainant to make specific allegations as are required under the law and under Section 141 of the Act and that in absence of such specific averments in the complaint showing as to how and in what manner the director is liable, the complaint should not be entertained. In the present case, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... spondents: None ORDER Prakash Shrivastava, J. 1. This petition under Section 482 of Cr.P.C. has been filed by the petitioner challenging the order dated 10-9-08 taking cognizance of the offence under Section 138 of Negotiable Instruments Act against the petitioner as also the order dated 22-1-09 rejecting the prayer for review of the said order. In brief, respondent No. 1 had filed a complaint under Section 200 of Cr.P.C. alleging commission of offence under Section 138 of Negotiable Instruments Act. The Trial Court on 10-9-08 had heard the arguments of respondent No. 1 on the question of registering the complaint and had taken cognizance of the offence under Section 138 of Negotiable Instruments Act against the petitioner. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e: National Small Industries Corporation Ltd. Vs. Harmeet Singh Paintal and another, reported in 2010 Cri. L.J. 1907). 6. It is also settled position in law that with a view to make a director of a company vicariously liable for the acts of the company, it is obligatory on the part of the complainant to make specific allegations as are required under the law and under Section 141 of the Act and that in absence of such specific averments in the complaint showing as to how and in what manner the director is liable, the complaint should not be entertained. [See: Saroj Kumar Poddar Vs. State (NCT of Delhi), reported in 2007 (5) M.P.H.T. 431 (SC) : (2007) 3 SCC 693; SMS Pharmaceuticals Vs. Neeta Bhalla and another, reported in AIR 2005 SC 351 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hat 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. (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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... petitioner and when the petitioner had filed an application pointing out these relevant consideration, the Trial Court has rejected the same by order dated 21-2-09 on the ground that the order taking cognizance cannot be reviewed. 9. Since the complaint does not contain the specific averment as against the present petitioner as required under the law, therefore, the Trial Court could not have taken cognizance against the present petitioner. The vicarious liability on the part of the petitioner has not been clearly pleaded in the plaint. The petitioner had neither signed the cheque in question nor there is allegation that the petitioner is the Managing Director of the Company. There is also no allegation that the petitioner was in-charge ..... X X X X Extracts X X X X X X X X Extracts X X X X
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