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TMI Blog2024 (9) TMI 1239X X X X Extracts X X X X X X X X Extracts X X X X ..... o. 5112/2018 filed by the Respondent herein under Section 138 NI Act. 2. The facts, in brief, as stated in the Complaint filed by the Respondent herein reveals that the Petitioner herein is a Director of Asia Travel and Tours Pvt. Ltd. (hereinafter referred to as 'the ATT'). Other than the Petitioner herein, other co-accused in the complaint filed by the Respondent herein are Asia Travel and Tours Pvt. Ltd., which is arrayed as accused No. 1; Mr. Shailesh Asthana, who is the Director of ATT has been arrayed as accused No. 2; Ms. Poonam Asthana, who is the Director of ATT has been arrayed as accused No. 4. The Petitioner herein is also a Director of ATT and has been arrayed as accused No. 3 in the complaint. It is stated that accused No. 1 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ds as under: "2. The accused No. 2 to 4 are the Director of the accused No. 1 company and wholly responsible for the conduct of the accused company, The affairs of the accused No. 1 company are managed by accused No. 2 to 4 and as such they are In control of the affairs of the accused No. 1 company & liable of all the facts and deeds committed by the accused No. 1 company." 4. Other than this there is no averment against the Petitioner herein in the complaint filed by the Petitioner herein. 5. Summons were issued in the complaint on 11.01.2019. 6. A revision Petition was filed by the Petitioner challenging the Order issuing summons. In the Revision Petition it was contended by Petitioner herein that he was not responsible for the day-t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the merits of the case, it would be apt to take note of relevant portions of the complaints filed by Respondent 2 which read thus: "I say that Accused 2 to 5 on behalf of Accused 1 have approached us with request for trade finance facility and accordingly the said facility has been granted by us to the accused as per their request and requirement. I say that Accused 1 is a private limited company of which Accused 2, 3 and 5 are Directors and Accused 4 is the Director and authorised signatory of Accused 1 M/s Elite International (P) Ltd.-Imprest. At all material time relevant and relating to the complaint, Accused 2 to 5 were and are in charge of and responsible for the conduct of business of Accused 1 and are also looking after the day ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lved in the day-to-day affairs of the running of its business and only monitors the executive activity. To fasten vicarious liability under Section 141 of the Act on a person, at the material time that person shall have been at the helm of affairs of the company, one who actively looks after the day-to-day activities of the company and is particularly responsible for the conduct of its business. Simply because a person is a Director of a company, does not make him liable under the NI Act. Every person connected with the Company will not fall into the ambit of the provision. Time and again, it has been asserted by this Court that only those persons who were in charge of and responsible for the conduct of the business of the Company at the ti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... er Section 141." (emphasis in original) ***** 19. A Director of a company is liable to be convicted for an offence committed by the company if he/she was in charge of and was responsible to the company for the conduct of its business or if it is proved that the offence was committed with the consent or connivance of, or was attributable to any negligence on the part of the Director concerned (see State of Karnataka v. Pratap Chand [State of Karnataka v. Pratap Chand, (1981) 2 SCC 335 : 1981 SCC (Cri) 453]). 20. In other words, the law laid down by this Court is that for making a Director of a company liable for the offences committed by the company under Section 141 of the NI Act, there must be specific averments against the Director ..... X X X X Extracts X X X X X X X X Extracts X X X X
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