TaxTMI 
TaxTMI 
2018 (5) TMI 790
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.... The petitioners are the accused in C.C.No.1090 of 2009 on the file of the XVII Metropolitan Magistrate, Saidapet. The respondent/complainant has filed a private complaint under Section 200 of Cr.P.C against the petitioners/accused for an alleged offence punishable under Section 138 of Negotiable Instruments Act. The case of the respondent/complainant is that he is carrying on business in manufacturing electronic display sign boards and that the first accused/first petitioner on behalf of the II accused/II petitioner placed orders for purchase of one Lite Led Sign Board valued at Rs. 1,10,000/- According to the respondent/complainant, the said Lite Led Sign Board was manufactured and handed over to the accused as per their specifications an....
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....against and punished accordingly: Provided that nothing contained in this sub-section shall render any person liable to punishment if he proves that the offence was committed without his knowledge, or that he had exercised all due diligence to prevent the commission of such offence. (2) Notwithstanding anything contained in sub-section (1), where any offence under this Act has been committed by a company and it is proved that the offence has been committed with the consent or connivance of, or is attributable to, any neglect on the part of, any director, manager, secretary of other officer of the company, such director, manager, secretary or other officer shall also be deemed to be guilty of that offence and shall be liable to be procee....
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....ase at the trial. This judgment was referred by the Honourable Supereme Court in Darga Ravi Vs. State of Rajasthan reported in (2015) 2 SCC 775. 6. Further, in Pooja Ravinder Devidasani Vs. State of Maharashtra and another, AIR 2015 SC 675, it was held in para 17 that "There is no dispute that the appellant, who was wife of the Managing Director, was appointed as a Director of the Company M/s Elite International Private Limited. On 1st July, 2004 and ha also executed a letter of guarantee on 19th January, 2005. The cheques in question were issued during April 2008 to September, 2008. So far as the dishonor cheques are concerned, admittedly, the cheques were not signed by the appellant. There is also no dispute that the appellant was not....
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....t sufficient to make a bald cursory statement in a complaint that the Director (arrayed as an accused) is incharge of and responsible to the company for the conduct of the business of the company without anything more as to the role of the Director. But the complaint should spell out as to how and in what manner respondent-1 was incharge of or was responsible to the accused company for the conduct of its business. This is in consonance with strict interpretation of penal statutes, especially, where such statutes create vicarious liability. A company may have a number of Directors and to make any or all the Directors as accused in a complaint merely on the basis of a statement that they are incharge of and responsible for the conduct of th....
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....any for the conduct of the business of the company, as well as the company, shall be deemed to be guilty of the offence, etc." What is required is that the persons who are sought to be made criminally liable under Section 141 of Negotiable Instruments Act should be, at the time of the offence was committed, in charge of and responsible to the company for the conduct of the business of the company. Every person connected with the company shall not fall within the ambit of the provision. It is only those persons, who were in charge of and responsible for the conduct of business of the company at the time of commission of an offence, who will be liable for criminal action. It follows from this that if a director of a company, who was not in ....