Vicarious liability of directors requires specific allegations of personal involvement; mere designation as Non-executive Director does not absolve responsibility if active participation is established.

ORDER :

J. C. DOSHI, J.

1. Rule. Learned APP waives service of notice of Rule for the respondent State. Though served with notice, respondent No.2 did not choose to remain present before the Court.

2. By this application under Section 482 of the Code of Criminal Procedure (for short “the Code”), the applicant seeks quashing of the FIR registered as CR No.I-159 of 2014 registered with Ankleshwar GIDC Police Station for the offence punishable under Sections 406, 467, 468, 469, 471 and 420 of the Indian Penal Code and further proceedings arising thereof.

3. Heard learned Advocates appearing for the respective parties.

4. Seeking quashment of the FIR against the present petitioner registered for the offence punishable under Sections

406, 467, 468, 469, 471 and 420 of IPC as C.R. No.I-159 of 2014, learned advocate Mr.Nandish Thackar would submit that present petitioner is Additional Director in a category of Independent Non-executive Director and therefore, the petitioner should not be held vicariously liable for the acts and misdeeds alleged to have been committed by the company. He would further submit that role of the petitioner is minimal and lesser than the role of the Managing Director or Directors alleged to have been played in the commission of the offence registered under the IPC. Learned advocate for the petitioner referring to judgment of Sanjay Dutt and others vs. State of Haryana and another – 2025 SCC Online SC 32, more particularly para 10 to 14 thereof would submit that since the petitioner is not in-charge of the company against whom the offence is alleged, the petitioner may not be put to face trial. It is also argued that petitioner has not received any benefit for making any forge document. Mainly upon these submissions, he would submit that since principle of vicarious liability is not known to the Criminal Jurisprudence, the petitioner may not be put to face trial. Upon above submissions, he would submit to allow this petition.

5. Per contra, learned APP having placed on record the statements of various witnesses and other documents would submit that the petitioner though on paper has establish that he is Non-executive Director alleged document which is as per the FIR is forged document obtained for the purpose of exporting drugs by K.A.Malle Pharmaceuticals Limited, the petitioner is the kingpin and he runs the business. He would submit that even the accounts are signed by the present petitioner which indicates that he is the main director who is behind the entire operation of K.A.Malle Pharmaceutics Limited. He would submit that the petitioner is the running the entire business of K.A.Malle Pharmaceutics Limited. He would further submit that it is highly unbelievable that the petitioner does not know that K.A.Malle Pharmaceutics Limited does not hold the licence of Good Manufacturing Practice i.e. GMP and yet the said company is exporting the drugs. He would further submit that the petitioner is the main person behind the entire transactions carried out without GMP certificate. He would submit that that the investigation qua other accused is completed and charges are framed way back in 2019 and as many as eight witnesses are examined in the matter which demonstrates that the trail against other accused is satisfactorily progressing and in these circumstances, the present petitioner may also face trial which ultimately decides that who could be held responsible for the forged document, namely GMP certificate. Upon above submissions, he would submit to dismiss this petition.

6. Having heard learned advocates for both sides and on perusal of the evidence on record, it can be said that the case of the petitioner is that he is Non-executive Director being in category of Independent and Additional Director and he cannot be held liable as he is not in-charge of the K.A.Malle Pharmaceutics Limited. In Sanjay Dutt (supra), the Hon’ble Apex Court has explained the law on vicarious liability of directors as under :

“10. We take