Directors of a company cannot be held personally liable for the company's debts unless explicitly stated in the decree.

JUDGMENT :

Pranav Trivedi, J.

1. The present petition is preferred under Articles 226 and 227 of the Constitution of India, inter alia, praying for quashing and setting aside the order dated 04.09.2021 below Exhibits 31, 32 and 35 (hereinafter referred to as "the impugned orders) passed by the learned Principal Senior Civil Judge, Commercial Court, Vadodara in Commercial Execution Petition No. 12 of 2019 (hereinafter referred as to "the Execution Petition") observing that the decree cannot be enforced against the Directors i.e. respondent Nos. 2 & 3 (hereinafter referred as to "the respondents"). Being aggrieved by the impugned orders, the present petition is preferred.

2. The factual matrix which has led to filing of the writ petition is that the petitioner is a Public Limited Company, registered under the provisions of Companies Act, 1956 (hereinafter referred as to "the Act") and is engaged in the business of manufacture, sale and trading of Alkalies, Chemicals and Allied Products, whereas the Respondent No.1 (hereinafter referred to as "the respondent company") is a Private Limited Company, registered under the provisions of Act and is engaged in the business of purchasing and trading of various chemicals such as Hydraulic Acid (HCL), Caustic Soda lye (CSL), Carbo Tetrachloride (CTC), Sodium Cyanide (SCY), Caustic Potash Flakes (CPF), Dilute Sulphuric Acid (DSA), Methylene Chloride (MNC). The respondents are the Directors of the respondent Company.

2.1. It was the case of the petitioner that somewhere in the year 2001, they had supplied various products including Hydrochloric Acid, Sodium Cyanide, Caustic Soda Lye, Caustic Potash Flakes, Carbon Tetrachloride, Dilute Sulphuric Acid etc., to the respondent Company and pursuant to such sale, numerous invoices in view of the goods supplied were raised between 21.12.2001 to 01.12.2003. It was also the case of the petitioner that the respondent company had failed to remit the money due to the petitioner and therefore, the petitioner was constrained to issue a Legal Notice dated 22.09.2003 demanding a payment of Rs. 1,87,75,163.49/-, against the respondent Company. Pursuant to the notice, the petitioner filed a suit being Special Civil Suit No. 290 of 2004 before the Civil Court, Vadodara, for recovery of the outstanding amount to the tune of Rs. 1,76,35,269/ along with interest at 18% per annum. During the pendency of the suit, an application dated 14.09.2004 was preferred by the respondents for removal of their names, as parties to the Commercial Civil Suit. On 24.11.2016, application preferred by the respondents was dismissed by the Commercial Court, Vadodara below Exhibit -11. Aggrieved by the order dated 24.11.2016, respondents preferred a writ petition before this Court being Special Civil Application No. 4694 of 2017. On 16.06.2017, respondents sought permission of this Court to withdraw the Special Civil Application. Therefore, the writ petition preferred by the respondents was dismissed as withdrawn.

2.2. Thereafter, trial was conducted and by way of judgment and decree dated 05.08.2017 the suit preferred by the petitioner came to be dismissed on the ground that the petitioner had failed to prove the statement of account under Section 65(B) of the Indian Evidence Act, 1872. Being aggrieved by the judgment and order dated 05.07.2018, the petitioner had preferred a First Appeal being First Appeal No. 4034 of 2017 under Section 13 of the Commercial Court Act read with Section 96 of the Civil Procedure Code, before this Court.

2.3. By way of an order dated 04.10.2018, this Court reversed the order dated 05.08.2017 passed by the Commercial Court, Vadodara and passed a Decree in favor of the petitioner, directing the judgment debtors to pay an amount of Rs. 1,36,14,992/- with further interest to be calculated at the rate of 9% per annum till the date of recovery with proportionate cost.

2.4. Pursuant to the order dated 04.10.2018, passed by this Court, respondent - Company along with