Madhya Pradesh High Court
Goluguri Shriramareddy vs Merchant Agri Global Pvt.Ltd. ... on 16 March, 2018
MCRC 22042/17 (Goluguri Shriramareddy &
Ors. vs. Merchant Agri Global Pvt. Ltd.)
1
HIGH COURT OF MADHYA PRADESH
BENCH AT INDORE
MCRC No.22042/2017
Indore, Dated: 16/03/2018
Shri Sunil Verma, learned counsel for the
petitioners.
Shri Manoj Biniwalle, learned counsel for the
respondent.
Heard on the question of admission.
ORDER
1. The petitioners have come before this Court for quashment of the complaint registered under Section 138 of the Negotiable Instruments Act, 1881 (hereinafter for short "the Act") preferred by the respondent.
2. Petitioners are impleaded in the case preferred by the respondent under Section 138 of "the Act" i.e. regarding dishonour of the cheque as they were Directors of the Company at the relevant point of time.
3. The contention of the learned counsel for the petitioners is that the cheque was issued by Managing Director, who was made accused No.2 in the complaint and rest of the Directors, who are petitioners herein, have neither issued the cheque nor concerned with the cheque. The main contention of the petitioner is that no specific allegations have been made against them that MCRC 22042/17 (Goluguri Shriramareddy & Ors. vs. Merchant Agri Global Pvt. Ltd.) 2 they were in-charge or responsible for the conduct of business of the company.
4. Learned counsel for the petitioner has placed reliance on K.K. Ahuja vs. V.K. Vora & Anr. reported in (2009) 10 SCC 48, wherein the Hon'ble apex Court has held as under:-
"28. If a mere reproduction of the wording of Section 141(1) in the complaint is sufficient to make a person liable to face prosecution, virtually every officer / employee of a company without exception could be impleaded as caused by merely making an averment that at the time when the offence was committed they were in charge of and were responsible to the company for the conduct and business of the company....
29. As the trauma, harassment and hardship of criminal proceedings in such cases, may be more serious than the ultimate punishment, it is not proper to subject all and sundry to be impleaded as accused in a complaint against a company, even when the requirements of Section 138 read with Section 141 of the Act are not fulfilled."
5. Learned counsel has further relied on Anita Malhotra vs. Apparel Export Promotion Council & Anr. reported in (2012) 1 SCC 520, wherein the Hon'ble apex Court has held as under:-
"22. This Court has repeatedly held that in case of a Director, the complaint should specifically spell out how and in what manner the Director was in charge of or was responsible to the accused company for conduct of its MCRC 22042/17 (Goluguri Shriramareddy & Ors. vs. Merchant Agri Global Pvt. Ltd.) 3 business and mere bald statement that he or she was in charge of and was responsible to the company for conduct of its business is not sufficient..."
6. Learned counsel has further relied on N.K. Wahi vs. Shekhar Singh & Ors. reported in (2007) 9 SCC 481, wherein the Hon'ble apex Court has held as under:-
"7. This provision clearly shows that so far as the companies are concerned if any offence is committed by it then every person who is a Director or employee of the company is not liable. Only such person would be held liable if at the time when offence is committed he was in charge and was responsible to the company for the conduct of the business of the company as well as the company. Merely being a Director of the company in the absence of above factors will not make him liable."
7. Learned counsel for the respondent has opposed the prayer stating that admittedly, the petitioners are Directors of the Company and they have related with the conduct of the day to day business of the company. They have placed order and purchased the material i.e. DORB, rapeseed and maize etc. from the respondent-Company, therefore, they are liable for prosecuting under Section 138 of "the Act" for the cheque issued by Managing Director of the Company.
8. I have gone through the complaint filed by the respondent before the learned trial Court.
MCRC 22042/17 (Goluguri Shriramareddy & Ors. vs. Merchant Agri Global Pvt. Ltd.) 4
9. It is mentioned in para-2 of the complaint that on behalf of accused No.1 i.e. Company, accused No.2-5 (including the petitioners herein) placed the order for purchasing of goods and they have received the goods on behalf of company. Thus, it is stated in the complaint that the petitioners are involved in the conduct of the business of the company, therefore, it cannot be said that no averments have been made in the complaint regarding involvement of the petitioners in the conduct of the business of the company.
10. In view of the above, the petition has no merit, deserves to be and is accordingly, dismissed.
(Virender Singh) Judge soumya Digitally signed by Soumya Ranjan Dalai Date: 2018.03.19 13:26:17 +05'30'