JAVAHAR vs OVT INDIA PVT. LIMITED CRLMC 1255/20 08/08/22

[ Hon’ble Justice Asha Memon   ]

[ DELHI HIGH COURT ]

• Section 482 CRPC NI ACT Sections 138 and 141 Quashing of proceedings Petition for Petitioner is not responsible for and in-charge of the business of the accused company It is not pleaded in the complaints that the dishonoured cheques had been signed by petitioner Documents show that the petitioner though a Director of the accused company was not incharge of or responsible for the conduct of its business Thus, an essential ingredient of Section 141 NI ACT based on which vicarious liability could be attached to the petitioner is missing Petition allowed.

Relevant paras 

8. While it is correct that there can be no deemed liability of Directors, there is a simultaneous requirement that when the petitioner seeks the quashing of a complaint, there is an onus on the petitioner to furnish some kind of sterling and incontrovertible material or other reasonable circumstances to substantiate his contention that he was not in-charge of and responsible for the conduct of the business of the accused company. A complaint cannot be quashed merely on the ground that no particulars are given in the complaint about his role if the basic averment was sufficient to make out a case in the complaint. (Gunmala Sales Pvt. Ltd vs. Anu Mehta and Ors (2015) 1 SCC 103).
9. Turning to the petitions at hand, the copy of the complaint has been filed as Annexure P-1 in each petition. In the compliants, Pantel Technologies Private Limited is accused No.1, the petitioner Javahar Lal is accused No.2 and Vivek Prakash is accused No.3, both of whom have been described as Directors. In Para No.2 of the complaints, it is mentioned that accused No.2 and 3, that is, the petitioner and other Director had approached the complaint for the manufacture and supply of 12,000 STBs Units @12.75 per unit. This is stated to have been done for and on behalf of the accused No.1 company. The words further used, as has been pointed out by the learned counsel for the petitioner, are that the complaints merely state that the accused No.2 and 3 are the Directors of the accused No.1/company and responsible for the day to day affairs of the accused No.1/company.

13. But again, that will not suffice. The MoU, the Tripartite and Sale Agreements placed on the record as P-2 and P-3 dated 18th September, 2018 and 2nd December, 2018 have been executed between M/s Pantel Technologies Private Ltd., M/s OVT India Pvt. Ltd. and Independent TV Ltd. The petitioner claims that he has not signed these agreements, which is substantiated from the very documents. The first Tripartite Agreement has been signed by Mr. Vijender Singh for and on behalf of. M/s Pantel Technologies Private Ltd., and the second agreement has been signed by Mr. Vivek Prakash i.e., accused No.3 in the complaint. In other words, the document relied upon by the respondents does not reflect the fact that the petitioner while being a Director of the accused company was participating in the conduct of the business by entering into trade agreements on behalf of the company. The averments do not find support from the very documents relied upon by the complainant/respondent.
14. Thus the petitioner is not responsible for and in-charge of the business of the accused company. It is not pleaded in the complaints that the dishonoured cheques had been signed by the petitioner. Nor has it been so urged before this Court. Thus, the averments made in the complaints even if be fully accepted, the documents annexed thereto ex facie show that the petitioner though a Director of the accused company was not in-charge of or responsible for the conduct of its business. Thus,

an essential ingredient of Section 141 N.I. Act based on which vicarious liability could be attached to the petitioner is missing.
15. The position of law being what it, is no two views can be taken in the present matters. The complaint cases qua the petitioner are required to be and are quashed.

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Javahar lal vs OVT INDIA PVT. LIMITED & ANR. Judgment delhi high court the law literates

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