CRL.M.C./6785/2022 of RADHA GARG SHAKTI & ANR. Vs STATE OF GOYT NCT OF DELHI & ORS

$~47 & 48

IN THE HIGH COURT OF DELHI AT NEW DELHI+ CRL.M.C. 6785/2022 & CRL.M.A. 26345/2022 RADHA GARG SHAKTI & ANR. .......Petitioners Through: Mr. Krish Kalra, Advocate (Through V.C.). RADHA GARG SHAKTI & ANR. .......Petitioners Through: Mr. Krish Kalra, Advocate (Through V.C.).

versus

STATE OF GOYT NCT OF DELHI

& ORS .......Respondents

Through: Mr. Utkarsh, APP for the State. State.

Mr. Suryansh Vashisth, Advocate for Private Respondents. Advocate for Private Respondents.

+ RADHA GARG SHAKTI & ANR. RADHA GARG SHAKTI & ANR.

CRL.M.C. 6811/2022 & CRL.M.A. 26422/2022

.....Petitioners

Through: Mr. Krish Kalra, Advocate (Through V.C.). (Through V.C.).

versus

STATE OF GOVT NCT OF DELHI & ORS.

.....Respondents

Through: Mr. Utkarsh, APP for the State. State.

Mr. Suryansh Vashisth, Advocate for Private Respondents. Advocate for Private Respondents.

CORAM:HON'BLE MR. JUSTICE AMIT MAHAJAN O R R% 19.11.2024

1.No reply has been filed by respondent No. 2 as yet.

2.It is thus undisputed that the petitioners were non-executive independent directors. They cannot be held responsible for day to day functioning of the accused company and cannot be held vicariously liable for the dishonor of cheque issued by the accused company.

3.The Hon’ble Apex Court in the case of Panchami Stone Quarry, (2022) 10 SCC 152 held as under:

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

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 complaint bearing C.C. No. (N.I. Act) 3930/2022.

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 19, 2024/‘Aman’