2022 (4) TMI 1153 - SC - Indian Laws

Dishonor of Cheque - Company under CIRP - moratorium was issued by NCLT - none of the natural persons who were stated to be the in-charge of and responsible for the affairs of the corporate entity were arrayed as accused - whether debt in question was not enforceable and was only in the nature of a security? - Section 138 of the Negotiable Instruments Act, 1881 - HELD THAT - In the instant case, the complaint was filed only against the corporate entity and none of the natural persons who were stated to be the in-charge of and responsible for the affairs of the corporate entity were arrayed as accused. It must therefore be held that the corporate debtor, namely, the appellant herein cannot now be proceeded against under Section 138 of the Act. Consequently, the proceedings initiated against the appellant deserve to be quashed - Appeal allowed.

Summary

Issues involved:
Challenge to judgment quashing pending proceedings under Section 138 of the Negotiable Instruments Act, 1881 based on the nature of the debt and enforceability; Interpretation of moratorium issued by NCLT affecting the institution of suits against corporate debtors; Liability of corporate debtors in Section 138 proceedings during moratorium; Distinction between proceedings against corporate entities and natural persons in charge of corporate affairs in Section 138/141 cases.

Analysis:
The appellant challenged a judgment from the High Court seeking to quash pending proceedings under Section 138 of the Negotiable Instruments Act, 1881, asserting that the debt was not enforceable and merely in the nature of a security. The Supreme Court noted submissions related to a moratorium issued by NCLT, which prohibited suits against corporate debtors. The Court issued notice to the Attorney General to seek assistance in the matter. The Court referred to a previous judgment regarding the liability of corporate debtors in Section 138 proceedings during a moratorium, emphasizing the continuation of proceedings against both the company and individuals in charge of corporate affairs.

The Court highlighted a distinction where in a previous case, natural persons in charge of corporate affairs were accused alongside the corporate entity, allowing proceedings to continue against them. However, in the present case, only the corporate entity was accused, leading the Court to quash proceedings against the appellant corporate debtor. The Court relied on its previous judgments to conclude that the appellant could not be proceeded against under Section 138 of the Act. As no natural person was accused, the exception allowing proceedings against individuals did not apply in this case. Consequently, the Court allowed the appeal, setting aside the challenged decision and quashing the proceedings against the appellant.

In conclusion, the Court appreciated the assistance of the Solicitor General and allowed the appeal, emphasizing the distinction in liability between corporate entities and natural persons in charge of corporate affairs in Section 138/141 proceedings.