2013 (12) TMI 1651 - HC - Indian Laws

Summary

Issues Involved:
1. Quashing of the summoning order dated 16.01.2013.
2. Vicarious liability of the petitioners as Additional Directors u/s 138 read with Section 142 of the Negotiable Instruments Act.

Summary:

Issue 1: Quashing of the Summoning Order

Challenge in these petitions is to the order dated 16.01.2013 passed by the learned Metropolitan Magistrate in Complaint Case No.259/12/12 u/s 138 read with Section 142 Negotiable Instruments Act whereby the petitioners were ordered to be summoned. The petitioners seek quashing of the summoning order and all the proceedings emanating therefrom, alleging that they were merely Additional Directors of NKG Steel (India) Pvt. Ltd without any role in the day-to-day affairs or the monetary deal in question. They argue that the summoning order was passed in a mechanical manner without application of mind and that no specific role had been attributed to them to make them vicariously liable for the transaction.

Issue 2: Vicarious Liability of the Petitioners

The petitioners argue that they were not involved in the day-to-day affairs of the company nor were they signatories of the cheques. They cite several precedents, including S.M.S. Pharmaceuticals Ltd. v. Neeta Bhalla and Anr., to argue that specific averments are necessary to hold directors liable u/s 141 of the NI Act. The respondent, however, contends that there are specific allegations against the petitioners in the complaint, including their involvement in meetings and assurances given regarding the dishonoured cheques. The court notes that the legal position regarding the liability of directors requires specific averments in the complaint about their role and responsibility in the conduct of the business of the company. The court finds that the complaint does make specific allegations against the petitioners, and at this stage, a presumption u/s 141 of the NI Act would have to be drawn against them. The court emphasizes that the power to quash proceedings at the initial stage should be exercised sparingly and only in rare cases. Consequently, the petitions and pending applications are dismissed, and the trial court is directed to examine the petitioners' liability for the offence punishable u/s 138 of the NI Act after recording evidence.