2001 (3) TMI 1052 - HC - Companies Law

Summary

Issues involved: Whether a Director of a Company registered under the Companies Act is liable for prosecution under Section 138 of the Negotiable Instruments Act without specific allegations in the complaint regarding his role in the business conduct or consent/connivance.

Summary:
1. The judgment addresses the liability of a Director of a Company under Section 138 of the Negotiable Instruments Act without specific allegations in the complaint regarding his involvement in the business conduct or consent/connivance.

2. The petitioner, a Director of a Company, was charged with offences under Sections 138 and 142 of the Negotiable Instruments Act and Section 420 of the IPC based on complaints filed by business associates for dishonored cheques issued by the Company.

3. The complaints alleged that the accused Directors were conducting the Company's business, issuing cheques for goods received, which were later dishonored due to insufficient funds, leading to legal action by the complainants.

4. The petitioner argued that he had resigned as Director before the cheque issuance dates and was not responsible for the Company's day-to-day operations, thus should not be prosecuted under Section 138 without specific allegations.

5. The complainants contended that as a Director, the petitioner was responsible for the Company's actions, including issuing the cheques, making all Directors, including the petitioner, liable for prosecution under Section 138.

6. The judgment highlighted the legal principle that vicarious criminal liability applies when the Company is the offender, with Directors liable if in charge of the business or if the offence was committed with their consent/connivance, as per Section 141 of the Act.

7. The Court emphasized that a Director cannot be prosecuted under Section 138 without specific allegations of involvement or consent/connivance, citing previous case law supporting this interpretation.

8. The complaints lacked allegations that the petitioner was in charge of the Company's business or involved in the cheque issuance, leading the Court to quash the criminal proceedings against the petitioner in all five cases.