Punjab-Haryana High Court
Ranganathan Srinivasan vs M/S South Eastern Couriers (P) Ltd. And ... on 18 March, 2024
Neutral Citation No:=2024:PHHC:039342
2024:PHHC:039342
203 IN THE HIGH COURT OF PUNJAB AND HARYANA
AT CHANDIGARH
CRM-M-54510-2018
Date of decision: 18.03.2024
Ranganathan Srinivasan ....Petitioners
Versus
M/s South Eastern Couriers (P) Ltd. and another ...Respondents
CORAM: HON'BLE MR. JUSTICE HARPREET SINGH BRAR
Present: Mr. Simranjeet Singh Sarwara, Advocate
for the petitioner.
HARPREET SINGH BRAR, J. (ORAL)
Respondent No.1 has preferred a complaint under section 138 of
the Negotiable Instruments Act, 1881 (in short 'the Act') against M/s Techno
Mach Company Limited and its Directors. Vide order dated 06.12.2013, learned
Judicial Magistrate 1st Class, Gurgaon has summoned the Company as well as
its Director for undergoing trial. This order is under challenge by the petitioner
on the ground that (a) he is the Scientist and in such capacity is a professional
Director thereof and accordingly is not responsible for running its affairs and
(b) No specific allegation regarding his role has been made against him in the
complaint and thus, vicarious liability cannot be fastened upon him.
2. Petitioner is accused No.6 in the complaint. Learned counsel for
the petitioner has relied upon the judgment of the Hon'ble Supreme Court of
India in 'National Small Industries Corporation Limited Vs. Harmeet Singh
Paintal and another', 2010(2) RCR (Criminal)122 and that of a single Bench
judgment of this Court in 'Anil Puri Vs. M/s Makhan Lal Vindo Kumar and
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others', 2006(2) RCR (Criminal) 939. Relevant paragraphs of the complaint,
are reproduced hereinbelow:
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That Accused No.1 is a Limited Company and Accused No-2 to 6 are
the Managing Director/Directors and accused No.-7 & 8 are the
authorised signatory of the Accused No-1 and are incharge and
responsible for the day to day conduct of the business of Accused
No.1.
That the Accused No.1 is a Limited company having its office at the
address given here in above. The Accused No.-2 Mr. R.K. Sharma is
Managing Director of Accused No.-1 and as such is overall incharge
and responsible for the day to day affairs of the business of Accused
No.-1 and has been dealing and negotiating with the complainant
company for day to day conduct of the business of Accused No-1.
Accused No-3 Vinay Sharma, Accused No.4 Aswini Sahoo, Accused
No.5 Satyanarayan Nandi and Accused No.6 Ranganathan
Srinivasan are also the directors of Accused no.1 and are looking
after day to day affairs of the business of Accused No.-1 and as such
are incharge and responsible for the conduct of the business of
Accused company and have been dealing and negotiating with the
complainant company for day to day conduct of the business of
Accused No-1. All the accused persons were in constant touch with
the Management of the Complainant Company and had been on
their requests availing the services of the Complainant company.
Accused No. 7 & 8 are the signatory(s) of the dishonoured cheques
and as such are covered under the provisions of Negotiable
Instruments Act. Accused No.2 to 6 also assured and undertook to
the Complainant that the impugned cheques issued by Accused No.7
& 8 would be honoured on presentation. The dishonoured cheques
have been issued with the knowledge and active connivance of the
all the accused No.2 to 6 who are the Managing Director, Directors
of the Accused Company and Accused No.7 and 8 are signatories of
the impugned cheques and as such all the accused persons are liable
to be prosecuted for the offence committed by them under the
provisions of the Negotiable Instruments Act.
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3. The above paragraphs of the complaint show that only general
allegations regarding the petitioner being responsible for and incharge of the
affairs in the Company, as mentioned in Section 141 of the Act, have been
made. No specific role has been explained.
4. Learned counsel for the petitioner also refers to Form No.32 issued
under Companies Act 1956, wherein it is stated that petitioner is Non-Executive
Additional Director Professional w.e.f 02.11.2011.
5. The aforementioned evidence supports the contentions of the
learned counsel that the petitioner was not involved in the day to day running
affairs of company.
6. In National Small Industries Corporation Limited (supra), it has
been held by the Hon'ble the Supreme Court of India that to attract vicarious
lability under section 141 of the Act, the role of a particular Director in running
the affairs and business of a Company is to be specifically pleaded. General
allegations in terms of section 141 is not sufficient. The ratio of this judgment
supports the case of the petitioner. It has been established that the petitioner
was Non-Executive Additional Director Professional in the Company on the
basis of his professional qualifications. Thus, he could not have been involved
in its day to day business affairs. The allegations against him in the complaint,
do not conform to the test laid down in the National Small Industries
Corporation Limited case (supra) and therefore, his summoning for an offence
under section 138 of the Act, illegal.
7. The petition is accordingly allowed, complaint case No.2064 dated
25.04.2016 (Anneuxre P-1) alongwith summoning order dated 06.12.2013
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(Anneuxre P-2), pending in the Court of Judicial Magistrate 1st Class, Gurugram
and subsequent proceedings arising therefrom, are hereby quashed qua the
petitioner.
8. Copy of this order be sent to the Court/successor Court of the trial
Court Magistrate concerned, for compliance.
(HARPREET SINGH BRAR)
JUDGE
18.03.2024
Neha
Whether speaking/reasoned : Yes/No
Whether reportable : Yes/No
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