Landmark Decision by Supreme Court in Siby Thomas v. M/s. Somany Ceramics Ltd: Provides Clarity on Vicarious Liability in Cheque Bounce Cases

Introduction:

Welcome to the official blog of the Law Offices of Kr. Vivek Tanwar Advocate and Associates, where we are dedicated to providing litigation support services for matters related to the Cheque Bounce Cases. In today’s blog post, we aim to shed light on the prevailing issues surrounding Cheque Bounce Matters, the legal framework for their protection, and the steps we can take as a society to combat these acts. Join us as we explore this critical subject and empower you with the knowledge to protect your rights and safety.

Commencement

On October 10, 2023, in the case of Siby Thomas Vs. M/s. Somany Ceramics Ltd., a two-judge Bench consisting of Justice C.T. Ravikumar and Justice Sanjay Kumar issued an Order. They determined, in Criminal Appeal No. 3139 of 2023 {Special Leave Petition (Crl.) No. 12 of 2020}, that vicarious liability is only applicable when the prerequisites outlined in Section 141(1) of the Negotiable Instruments Act 1881 (NI Act) (Offences by companies) are met.

The Supreme Court of India recently addressed the question of liability in cases involving cheque dishonour under Section 138 of the Negotiable Instruments Act (NI Act). The court emphasized that liability is imposed only on individuals who were in charge of a company and responsible for its business conduct at the time of the offence.

Understanding Section 141(1) of the NI Act:

The Supreme Court, comprising Justices CT Ravikumar and Sanjay Kumar, underscored the importance of Section 141(1) of the NI Act in determining liability. This provision specifies that only the person in charge of and responsible for the company’s business conduct at the time of the offence, along with the company itself, can be deemed guilty of the offence and be subject to prosecution.

Case of Siby Thomas: The Background

The case revolves around the quashing of a criminal complaint filed under Sections 138 and 141 of the Negotiable Instruments Act, 1881 (NI Act). Accused no. 4, the appellant filed an appeal challenging the decision of the Punjab and Haryana High Court, which had declined to dismiss the complaint against him. The appellant put forth two primary arguments in support of his request for the complaint’s dismissal.

Firstly, the appellant contended that he had resigned from the partnership firm in May 2013, while the disputed cheque had been issued in August 2015. Secondly, he argued that the complaint failed to include the essential allegations mandated under sub-Section 1 of Section 141 of the NI Act, specifically pertaining to his role in the matter.

The Court’s Observations

A division bench, comprising Justice C.T. Ravikumar and Justice Sanjay Kumar, carefully examined the complaint and found it wanting. Notably, the complaint did not assert that the appellant was responsible for overseeing the company’s business at the time when the alleged offence occurred. Instead, it simply stated that accused Nos. 2 to 6, who were partners, were accountable for the daily management and operations of the company. Furthermore, a thorough analysis of the complaint failed to reveal any distinct or specific role attributed to the appellant.

The bench cited the case of Anita Malhotra v. Apparel Export Promotion Council & Anr., underlining the necessity for explicit details in the case of a director regarding their responsibility or role in the company’s business. A generic statement claiming responsibility for the conduct of the company’s business was deemed insufficient.

Vicarious Liability Clarified:

The court made it clear that vicarious liability is applicable only when the criteria laid out in Section 141(1) are met. Merely managing a company’s affairs does not automatically make an individual responsible for the company’s business conduct. The court emphasized that this section places the burden of guilt and liability solely on those who fit the defined criteria.

The Court’s Verdict

In light of these observations, the Court concluded that the allegations in the complaint failed to meet the mandatory criteria specified in Section 141(1) of the NI Act. Given the inadequacy of the allegations to establish vicarious liability under Section 141(1) of the NI Act, the appellant succeeded in his appeal.

Consequently, the Court determined that the appellant had valid reasons to seek the quashing of the criminal complaint against him, invoking the jurisdiction under Section 482 of the Code of Criminal Procedure (Cr.P.C.). As a result, the impugned order was set aside, and the criminal complaint filed by the respondent was dismissed, solely concerning the appellant.

Insufficient Averments in Complaint:

The Supreme Court carefully examined the complaint and concluded that the allegations made by the respondent, M/s. Somany Ceramics Ltd were inadequate to establish vicarious liability under Section 141(1) of the NI Act. In light of this, the court decided in favour of quashing the criminal complaint against Siby Thomas using its jurisdiction under Section 482 of the CrPC (Criminal Procedure Code).

Details of the Alleged Offense:

The complaint revolved around the purchase of goods from the complainant by accused Nos 1 through 3 on credit. To settle their outstanding legal liability, accused Nos 2 and 3 issued a cheque in favour of the complainant, amounting to Rs 27,46,737, drawn upon Punjab National Bank, Ernhipalam (Kozhikode), from the account of accused No. 1. Siby Thomas was named as accused No. 4 in the complaint.

Conclusion:

The Supreme Court’s recent ruling serves as an essential clarification of liability in cases related to cheque dishonour under Section 138 of the NI Act. It underscores the need for a person to be in charge of and responsible for a company’s business conduct at the time of the offence to be held guilty. The judgment in the case of Siby Thomas vs. M/s. Somany Ceramics Ltd sets a significant precedent for future cases involving similar issues.

We are a law firm in the name and style of Law Offices of Kr. Vivek Tanwar Advocate and Associates at Gurugram and Rewari. We are providing litigation support services for matters related to the Negotiable Instrument Act 1881.