IMPORTANT POINT
Corporate criminal liability extends to both the company and its responsible officers under Section 141 of the Negotiable Instruments Act.

JUDGMENT :

Rakesh Thapliyal, J.

1. Since in all these applications preferred under Section 528 of the BNSS, 2023 the common issues are involved wherein there is challenge to the cognizance and summoning orders passed by the Magistrate on separate complaints for different cheques between the same parties under Section 138 of the Negotiable Instruments Act, 1881 and as such, being decided by common order.

2. Mr. Piyush Garg, learned counsel for the applicant submits that separate complaints were filed by the present authorized representative of the Company namely M/s LSC Infratech Pvt. Ltd. under Section 138 of the NI Act against the Company namely “Sadbhav Engineering Ltd”, its Directors and Authorized Signatories, however, learned Magistrate while taking cognizance on the said complaints issued summons to only Authorized Signatory and not against the Company and it’s Directors. In reference to this, he submits that in view of Section 141 of the NI Act, if the offence is committed by a Company, then every person, who at the time of the offence, was In-Charge of and responsible for the conduct of the business of the company, as well as the Company itself, shall be deemed to guilty of the offence.

3. Learned counsel for the applicants submits that the trial court while taking cognizance on the complaints filed under Section 138 of the NI Act committed manifest illegality by ignoring the mandate of Section 141 of the NI Act. For examining the issue, Section 141 of the N.I. Act is being reproduced herein as under :

“141. Offences by companies.—(1) 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:

Provided that nothing contained in this sub-section shall render any person liable to punishment if he proves that the offence was committed without his knowledge, or that he had exercised all due diligence to prevent the commission of such offence.

Provided further that where a person is nominated as a Director of a company by virtue of his holding any office or employment in the Central Government or State Government or a financial corporation owned or controlled by the Central Government or the State Government, as the case may be, he shall not be liable for prosecution under this chapter.]

(2) Notwithstanding anything contained in sub-section (1), where any offence under this Act has been committed by a company and it is proved that the offence has been committed with the consent or connivance of, or is attributable to, any neglect on the part of, any director, manager, secretary or other officer of the company, such director, manager, secretary or other officer shall also be deemed to be guilty of that offence and shall be liable to be proceeded against and punished accordingly.

Explanation.—For the purposes of this section,—

(a) “company” means any body corporate and includes a firm or other association of individuals; and

(b) “director”, in relation to a firm, means a partner in the firm.”

4. In reference to this, he has placed reliance on the judgment rendered by Hon’ble Supreme Court in the case of Aneeta Hada Vs. Godfather Travels and Tours Private Ltd. (2012) 5 SCC 661. He has particularly give reference of paragraph nos. 24, 25, 26, 27, 29, 30, 31, 32, 39 and 53 of the said judgment, which are being reproduced hereinbelow :

“22. Section 141 uses the term “person” and refers it to a company. There is no trace of doubt that the company is a juristic person. The concept of corporate criminal liability is attracted to a corporation and company and it is so luminescent from the language employed under Section 141 of the Act. It is apposite to note that the present enactment is one where the company itself and certain categories of office