CRL.M.C./4717/2022 of NISHANT GOYAL & ANR. Vs STATE NCT DELHI AND ANR.

$~37 & 38

IN THE HIGH COURT OF DELHI AT NEW DELHI+ CRL.M.C. 4717/2022 & CRL.M.A. 19071/2022 NISHANT GOYAL & ANR. .....Petitioners NISHANT GOYAL & ANR. .....Petitioners

.....Petitioners

Through:

Mr. Varun Dev Mishra, Ms. Mrinmoi Chatterjee & Mr. Kirti Lal, Advocates. Ms. Mrinmoi Chatterjee & Mr. Kirti Lal, Advocates.

versus

STATE NCT DELHI AND ANR.

.....Respondents Through: Mr. Satinder Singh Bawa, APP for the State. APP for the State.

Mr. Ranjan Kumar Rai & Mr. Navneet Kumar Jha, Advocates for R-2. Mr. Navneet Kumar Jha, Advocates for R-2.

+ CRL.M.C. 4718/2022 & CRL.M.A. 19074/2022 NISHANT GOYAL & ANR. NISHANT GOYAL & ANR.

.....Petitioners

Through:

Mr. Varun Dev Mishra,

Ms. Mrinmoi Chatterjee &

Mr. Kirti Lal, Advocates

versus

STATE NCT DELHI & ANR.

.....Respondents

Through:

Mr. Satinder Singh Bawa, APP for the State. APP for the State.

Mr. Ranjan Kumar Rai &

Mr. Navneet Kumar Jha, Advocates for R-2. Advocates for R-2.

CORAM:HON'BLE MR. JUSTICE AMIT MAHAJAN

O R R% 21.11.2024

1.It is undisputed position that the petitioners are independent non-executive directors.

2.The learned counsel for Respondent No. 2 submits that he has no objection if the proceedings are dropped against the petitioners in the present case.

3.The Hon’ble Apex Court in the case of Sunita Palita v.

Panchami Stone Quarry, (2022) 10 SCC 152 held as under:

35. The High Court rightly held that when complaint was

filed against the Director of company, specific averment that such person was in charge of and responsible for the conduct of business of the company was an essential requirement of Section 141 of the NI Act. The High Court also rightly held that merely being Director of the company is not sufficient to make the person liable under Section 141 of the NI Act. The requirement of Section 141 of the NI Act was that the person sought to be made liable should be in charge of and responsible for the conduct of the business of the company. This has to be averred as fact.

xxx xxx xxx

42. Liability depends on the role one plays in the affairs of company and not on designation or status alone as held by this Court in S.M.S. Pharmaceuticals [S.M.S. Pharmaceuticals Ltd. v. Neeta Bhalla, (2005) 8 SCC 89 : 2005 SCC (Cri) 1975] . The materials on record clearly-show that these appellants were independent, nonexecutive Directors of the company. As held by this Courtin Pooja Ravinder Devidasani v. State of Maharashtra[Pooja Ravinder Devidasani v. State of Maharashtra,(2014) 16 SCC 1 : (2015) 3 SCC (Civ) 384 : (2015) 3 SCC(Cri) 378] non-executive Director is not involved in theday-to-day affairs of the company or in the running of itsbusiness. Such Director is in no way responsible for theday-to-day running of the accused Company.Moreover, when complaint is filed against 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 designated Managing Director or Joint Managing Director who would obviously be responsible for the company and/or its business and affairs.

(emphasis supplied)

4.In view of the above, the present petitions are allowed.

5.Petitioners are discharged in complaints bearing C.C. No. 10112/2020 and C.C. No. 10113/2020.

6.It is made clear that this Court has not impeded the learned Trial Court from proceeding against the other accused persons. 7.A copy of the order be placed in both the matters.

AMIT MAHAJAN, J

NOVEMBER 21, 2024/‘Aman’

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