Supreme Court Clarifies Vicarious Liability of Directors in Quashing of Complaints under NI Act

In a recent landmark judgment, the Supreme Court of India provided crucial insights into the vicarious liability of directors in cases involving the quashing of complaints under Section 138 of the Negotiable Instruments Act. The decision, delivered by Justices Abhay S. Oka and Sanjay Karol on August 3, 2023, emphasizes the significance of complying with the requirements of Section 141(1) of the NI Act and the distinction between being "in charge of" and "responsible to" the company for conducting its business.

The apex court underscored that vicarious liability is attracted when the necessary averments reflect that a director is not only managing the company's affairs but is also truly responsible for the conduct of its business. The judgment, while referencing specific sections and acts, further clarified that mere involvement in day-to-day operations does not necessarily establish the level of responsibility required by law.

Justice Abhay S. Oka, in his observations, noted, "Sub-section 1 of Section 141 reads thus: 'If the person committing an offence under section 138 is a company, every person who, at the time the offence was committed, was in charge of, and was responsible to the company for the conduct of the business of the company, as well as the company, shall be deemed to be guilty of the offence and shall be liable to be proceeded against and punished accordingly.' The phrases 'in charge of' and 'responsible to' cannot be read disjunctively and the same ought to be read conjunctively in view of the use of the word 'and' in between."

The Court's ruling has significant implications for cases involving directors' liability under the NI Act. It sets a clear precedent for the legal standard that must be met in complaints, highlighting the importance of proper averments in establishing vicarious liability. The judgment also addresses the impact of non-compliance with procedural requirements such as proper service of notice of demand before filing a complaint.

Ultimately, the Supreme Court allowed the appeals, quashing the complaints against the directors, and reiterated the necessity of adhering to the precise legal standard laid out in the statute. The decision provides valuable guidance for legal practitioners, businesses, and individuals navigating issues related to vicarious liability in cases under the Negotiable Instruments Act.

 Date of Decision: August 03, 2023 

ASHOK SHEWAKRAMANI & ORS. vs STATE OF ANDHRA PRADESH & ANR. 

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