SIBY THOMAS versus M/S. SOMANY CERAMICS LTD

Citation: [2023] 13 S.C.R. 821 · Decided: 10-10-2023 · Supreme Court of India · Bench: C.T. RAVIKUMAR · Disposal: Appeal(s) allowed
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Judgment (excerpt)

[2023] 13 S.C.R. 821 : 2023 INSC 890
821
CASE DETAILS
SIBY THOMAS
v.
M/S. SOMANY CERAMICS LTD.
(Criminal Appeal No. 3139 of 2023)
OCTOBER 10, 2023
[C. T. RAVIKUMAR AND SANJAY KUMAR, JJ.]
HEADNOTES
Issue for consideration: In the impugned order, the High Court 
declined to quash the complaint u/s.138 r/w. s.141 of the Negotiable 
Instruments Act, 1881 qua the appellant-accused no.4 in exercise of the 
power u/s. 482 of the Cr.P.C.
Negotiable Instruments Act, 1881 – s. 138 r/w. s.141 – Respondent 
ﬁ led complaint u/s. 138 r/w. s.141 of the NI Act – Appellant set up twin 
grounds to seek quashment of the complaint against him; ﬁ rstly, that 
he had resigned from the partnership ﬁ rm on 28.05.2013 whereas the 
cheque in question was issued on 21.08.2015 and secondly, that the 
complaint is devoid of mandatory averments required to be made in 
terms of sub-Section 1 of s.141 of the NI Act, as relates him:
Held: It is not averred anywhere in the complaint that the appellant-
accused no.4 was in charge of the conduct of the business of the company 
at the relevant time when the oﬀ ence was committed – What is stated in 
the complaint is only that the accused Nos. 2 to 6 being the partners are 
responsible for the day-to-day conduct and business of the company – It 
is also relevant to note that an overall reading of the complaint would not 
disclose any clear and speciﬁ c role of the appellant-accused no.4 – In the 
complaint, it was alleged that accused No.1 through accused No.2 had 
purchased the goods from the complainant on credit basis through proper 
sales invoices and, in paragraph 6 it was alleged that for liquidation of 
legal liability outstanding accused Nos. 2 and 3 issued cheque in favour of 
the complainant from the account of accused No.1 – The averments in the 
complaint ﬁ led by the respondent are not suﬃ  cient to satisfy the mandatory 
 
SUPREME COURT REPORTS 
[2023] 13 S.C.R.
822
requirements u/s. 141(1) of the NI Act – Since the averments in the complaint 
are insuﬃ  cient to attract the provisions u/s. 141(1) of the NI Act, to create 
vicarious liability upon the appellant, he is entitled to succeed in this appeal. 
[Paras 12, 13, 17]
Negotiable Instruments Act, 1881 – Ingredients of s.141 – Vicarious 
liability:
Held: A vicarious liability would be attracted only when the ingredients 
of s.141(1) of the NI Act, are satisﬁ ed – It would also reveal that merely 
because somebody is managing the aﬀ airs of the company, per se, he would 
not become in charge of the conduct of the business of the company or the 
person responsible to the company for the conduct of the business of the 
company – A bare perusal of s.141(1) of the NI Act, would reveal that only 
that person who, at the time the oﬀ ence 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 alone shall be deemed to be guilty of the 
oﬀ ence and shall be liable to be proceeded against and punished. [Para 16]
Negotiable Instruments Act, 1881 – Speciﬁ c averments in the 
complaint to make the accused vicariously liable:
Held: In the decision in S.P. Mani’s case in paragraph 47 (a) it was held 
that the primary responsibility of the complainant is to make speciﬁ c averments 
in the complaint so as to make the accused vicariously liable. [Para 11]
LIST OF CITATIONS AND OTHER REFERENCES
S.P. Mani and Mohan Dairy v. Dr. Snehalatha Elangovan 2022 SCC 
OnLine SC 1238; Gunmala Sales Private Limited v. Anu Mehta (2015) 1 SCC 
103 : [2014] 10 SCR 1117; Ashok Shewakramani & Ors. v. State of Andhra 
Pradesh & Anr. 2023 INSC 692 – relied on.
Anita Malhotra v. Apparel Export Promotion Council & Anr. (2012) 1 
SCC 520 : 2011 [13] SCR 76 – referred to.
OTHER CASE DETAILS INCLUDING IMPUGNED 
ORDER AND APPEARANCES
CRIMINAL APPELLATE JURISDICTION: Criminal Appeal No. 
3139 of 2023
823
From the Judgment and Order dated 06.12.2019 of the High Court of 
Punjab & Haryana at Chandigarh in CRM-M No. 52299 of 2019.
Appearances:
Wills Mathews, Karthik S. D., Paul John Edison, Dhanesh M. Nair, 
Manu Prakash Upadhyay, Ms. Shweta Garg, Advs. for the Appellant.
Vipin Kumar Jai, Adv. for the Respondent.
JUDGMENT / ORDER OF THE SUPREME COURT
JUDGMENT
C.T. RAVIKUMAR, J.
1. Leave granted.
2. This Appeal by accused No.4 in the complaint filed by the 
respondent herein under Section 138 read with Section 141 of the Negotiable 
Instruments Act, 1881 (for short ‘the NI Act’) is directed against the o
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