LexKAMALKISHOR SHRIGOPAL TAPARIA versus INDIA ENER-GEN PRIVATE LIMITED & ANR.
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[2025] 3 S.C.R. 91 : 2025 INSC 223 Kamalkishor Shrigopal Taparia v. India Ener-Gen Private Limited & Anr. (Criminal Appeal No(s). 758-761 of 2025) 13 February 2025 [B.V. Nagarathna and Satish Chandra Sharma,* JJ.] Issue for Consideration Whether the High Court was justified in dismissing the petitions filed by the Appellant-an independent non-executive director under Section 482, CrPC seeking quashing of criminal proceedings initiated against him under Section 138 read with Section 141 of the Negotiable Instruments Act, 1881. Appellant, if vicariously liable under Section 141. Headnotes† Negotiable Instruments Act, 1881 – ss.138, 141 – Appellant, an independent non-executive director was arrayed as an accused in the complaints u/s.138 alleging dishonor of cheques issued by the company – Appellant, if vicariously liable u/s.141: Held: No – A non-executive director plays a governance role and is not involved in the daily operations or financial management of the company – To attract liability u/s.141, the accused must have been actively in-charge of the company’s business at the relevant time – Mere designation as a director is not sufficient; specific role and responsibility must be established in the complaint – Only those responsible for the day-to-day conduct of business can be held accountable – Petitioner’s role in the accused company was limited to that of an independent non-executive director with no financial responsibilities or involvement in the day-to-day operations of the company – Appellant was also not a signatory to the dishonoured cheques – Complaints do not contain any specific averments detailing how the Appellant was responsible for the dishonoured cheques – Non-executive directors cannot be held liable u/s.138 unless specific evidence proves their active involvement – Moreover, the Appellant had later resigned from the * Author 92 [2025] 3 S.C.R. Digital Supreme Court Reports post of independent non-executive director – Impugned judgment set aside – Criminal proceedings against the appellant are quashed. [Paras 15.4, 15.3, 16-19, 21] Case Law Cited National Small Industries Corporation Limited v. Harmeet Singh Paintal and Another [2010] 2 SCR 805 : (2010) 3 SCC 330; N.K. Wahi v. Shekhar Singh [2007] 3 SCR 883 : (2007) 9 SCC 481; S.M.S. Pharmaceuticals Ltd. v. Neeta Bhalla and Another [2005] Supp. 3 SCR 371 : (2005) 8 SCC 89; Pooja Ravinder Devidasani v. State of Maharashtra [2014] 14 SCR 1468 : (2014) 16 SCC 1 – relied on. List of Acts Negotiable Instruments Act, 1881; Code of Criminal Procedure, 1973. List of Keywords Criminal proceedings under Section 138 read with Section 141 of the Negotiable Instruments Act, 1881; Complaint under Section 138 of the Negotiable Instruments Act, 1881; Dishonor of cheques; Independent non-executive director; Not a signatory to the dishonoured cheques; Vicarious liability under Section 141 of the Negotiable Instruments Act, 1881; Daily operations or financial management of the company; Mere directorship; Day-to-day conduct of business; Quashing; Criminal proceedings quashed. Case Arising From CRIMINAL APPELLATE JURISDICTION: Criminal Appeal Nos. 758-761 of 2025 From the Judgment and Order dated 06.08.2019 of the High Court of Judicature at Bombay in CRLA Nos. 116,21, 22, 255 of 2019 Appearances for Parties Neeraj Kumar Jain, Sr. Adv., Umang Shankar, Sanjay Singh, Siddharth Jain, Shalender Singh Negi, Advs. for the Appellant. Samrat Krishnarao Shinde, Siddharth Dharmadhikari, Aaditya Aniruddha Pande, Advs. for the Respondents. [2025] 3 S.C.R. 93 Kamalkishor Shrigopal Taparia v. India Ener-Gen Private Limited & Anr. Judgment / Order of the Supreme Court Judgment Satish Chandra Sharma, J. 1. Leave granted. 2. The present appeals has been preferred against the Impugned common Judgment and Order dated 06.08.2019 passed by the High Court of Judicature at Bombay dismissing the petitions under Section 482 of the Code of Criminal Procedure, 1973 (the “CrPC”) seeking quashing of criminal proceedings initiated against the Appellant under Section 138 read with Section 141 of the Negotiable Instruments Act, 1881 (the “NI Act”). 3. The Appellant, who was an independent non-executive director of M/s D.S. Kulkarni Developers Ltd., has been arrayed as an accused in the complaint filed under section 138 of the NI Act alleging dishonor of cheques issued by the company. The High Court, while dismissing the Appellant’s p
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