TMI Blog2024 (3) TMI 840X X X X Extracts X X X X X X X X Extracts X X X X ..... prior to the date on which the subject cheques came to be dishonoured. The Form DIR-11 as well as the other documents placed on record have not been disputed by learned counsel for the respondent during the course of arguments. Reference in this regard may be made to the decision of SUNITA PALITA OTHERS VERSUS M/S PANCHAMI STONE QUARRY [ 2022 (8) TMI 55 - SUPREME COURT] wherein it was observed when a complaint is filed against a Director of the company, who is not the signatory of the dishonoured cheque, specific averments have to be made in the pleadings to substantiate the contention in the complaint, that such Director was in charge of and responsible for conduct of the business of the Company or the Company, unless such Director is the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... titled as M/s Steel India Corporation v. Taurus Polymers Pvt. Ltd. Ors. as well as quashing of the complaint case itself. 2. The proceedings pending before the learned MM relate to business transactions taking place between M/s Steel India Corporation/complainant company (respondent No. 1 herein) and M/s Taurus Polymers Pvt. Ltd./accused company (respondent No. 2 herein), wherein the former supplied goods to the latter and raised bills in this regard. It has been further alleged that the petitioner is the director of the accused company. In the complaint, it has been alleged that the authorized signatory of the accused company, in order to discharge the liability as regards the bills raised, issued five cheques totalling Rs. 4,99,882/-, whi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... anied by the Master Data of the accused company as well as Form Nos. DIR-11 and DIR-12. The said documents i.e. DIR-11 and DIR-12 indicate that the petitioner was appointed as a non-executive additional Director on 04.11.2019 and that he resigned on 04.11.2020. A receipt dated 28.01.2021 issued by the Ministry of Corporate Affairs towards fees for issuing copy of Form No. DIR-11 has also been placed on record. 7. The above would show that while the cheques were presented for encashment and dishonoured on 21.06.2021, the petitioner had resigned from his position as non-executive additional Director almost seven months prior i.e., on 04.11.2020. 8. Examining the other contention as to whether the necessary ingredients of the offence are alleg ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cision of Sunita Palita v. Panchami Stone Quarry (2022) 10 SCC 152, wherein it was observed:- xxx 42. Liability depends on the role one plays in the affairs of a company and not on designation or status alone as held by this Court in S.M.S. Pharmaceuticals. The materials on record clearly show that these appellants were independent, nonexecutive Directors of the company. As held by this Court in Pooja Ravinder Devidasani v. State of Maharashtra, a non-executive Director is not involved in the day-to-day affairs of the company or in the running of its business. Such Director is in no way responsible for the day-to-day running of the accused Company. Moreover, when a complaint is filed against a Director of the company, who is not the signato ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of affairs of the company, is not enough. xxx 12. The second issue whether a written guarantee or a letter of guarantee by an erstwhile Director would make him vicariously liable came up before the Supreme Court in Pooja Ravinder Devidasani v. State of Maharashtra Anr. (2014) 16 SCC 1, wherein it was held that the same may amount to a civil liability but not vicarious liability under the NI Act. Even this Court had the occasion to deal with the said issue in Sanjeev Kumar Aggarwal v. IFCI Factors Ltd. Ors. 2021 SCC OnLine Del 5496. It is also pertinent to take note of another decision of Supreme Court in Ashutosh Ashok Parasrampuriya Anr. v. Gharrkul Industries Pvt. Ltd. Ors. 2021 SCC OnLine SC 915 , wherein the Court enunciated the circums ..... X X X X Extracts X X X X X X X X Extracts X X X X
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