Independent Non-Executive Directors cannot be prosecuted for the offences punishable under Section 138 of NI Act by invoking Section 141 of the NI Act – Mr. Satvinder Jeet Singh Sodhi and Mr. Sakti Kumar Banerjee Anr. Vs. State of Maharashtra and Anr. – Bombay High Court
Hon’ble High Court held that Section 149 (6)(9) and (12) of the Companies Act, 2013 indicate that the independent director or non executive director not being a promoter of or key managerial persons shall be held liable, only in respect of such acts of omission or commission by a company which had occurred with his knowledge, attributable through Board processes, and with his consent or connivance or where he had not acted diligently. The documents on record indicate that the the applicants are independent non executive Directors. In the light of the averments made in the complaint, role of independent Directors, documents on record, petitioners cannot be prosecuted for the offences punishable under Section 138 of NI Act by invoking Section 141 of the said Act. The applicants were independent non executive Directors of accused no.1 company. Considering the facts of this case, in exercise of inherent powers of this Court under Section 482 of Cr.P.C., the proceedings against them are required to be quashed. Learned counsel for the respondent–complainant submitted that the trial as against the other accused may be expedited.
