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$-s-8 HIGH COURT OF DELHI cRL.M.C.450/2008 SURINDER JIRAWALA ..... Petitioner
Through: Mr.Abhay K.Das and Ms.Shabnam Shalini, Advocates
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Through: Mr.Harshit Aggarwal, Advocate
ORDER o/o L6.09.20L1
JUDGMENT
1. Against the summoning order, post taking of cognizance of a compiaint filed by the Delhi Stock Exchange Association Ltd. for stated offences under Section 23(2\ and 24 of the Securities Cbntract (Regulation) Act 1956, petitioner has filed the above captioned petition questioning the summoning order.
2. From a perusal of the complaint it is to be noted that A-1 is the company and A-2 to A-7 are impleaded in their capacity as the Directo'rs of the Company. lt be highlighted that A-2 is shown to be the Chairman of the Company.
3. The documents annexed with the complaint would evidence that the listing agreement dated 18.1.1996, which is the bed-rock of the complaint is signed on behalf of A-1 by A-6 and A-7. In other Words, the document annexed with the rv' 'r/ I Crl.M.C.No.450/2008 Page I of[3] 2011:DHC:12079 \r.tl 'v complaint would evidence that pertaining to the listing agreement it was only 4-6 and A-7 which were acting on behalf of the company and were responsible for subsequent acts to be performed in compliance with law pertaining to the listing company.
4. With respect to the liability of the Directors to comply with the requirement of the listing agreement the averment in the complaint is that in the said circumstance of being Directors, the other accused would be responsible for every omission and commission made by Accused No.1 Company. \' 5. I extract the exact language used in para 3 of the complaint. lt reads: "The Accused Company being a legal entity, is functioning through its Board of Directors' So in the circumstances, the Accused No.2 to 7 are responsible for every omission and commission being made by the Accused No.1 ComPanY."
6. Suffice would it be to state that the pleading shows that according to the complaint because petitioner is a Director. of the Company he would be responsible for the omlssion and t I commission attributable to the company. The pleadings are not that the petitioner being a Director was in day to day incharge of the affairs of the company.
7. Assertion of fact is different from deduction of a fact by the process of deductive reasoning.
9. The pleadings with respect to constructive liability were highlighted by the Supreme Court in the decision reported 3 as JT 2010 (2) SC L6L National Small lndustries Corporation Ltd. Vs. Harmeet Sinah Paintal & Anr.
10. Noting as aforesaid, the petition stands disposed of quashing the summoning order dated 31.3.2001. Complaint {- No.360/1 frggg stands quashed limited to the petitioner.
11. No costs. L[2]. Dasti. Crl. M.A.No.1713/2008 Disposed of as infructuous. --flY PRADEEP NANDRAJOG, J.