Director can only be responsible for conduct of business of company : HC
Delhi High Court in Matter ofMAHYCO MONSANTO BIOTECH (INDIA) PRIVATE LTD & ANR. V/SCOMPETITION COMMISSION OF INDIA & ORS
The Extract of Judgement is given below:
41. Insofar as the plea of Mr. Kapur and Mr. Rao that Section 48 as it falls under Chapter VI, only relates to the contravention of Sections 42 to 44 of the Act, is also not appealing, inasmuch as the Section contemplates on contravention of the provisions of the Act, one shall be liable to be proceeded against and punished accordingly. The contravention of the provisions of the Act includes Sections 3 and 4, as is clear from Section 46, which is also in Chapter VI, stipulates lesser penalty for violating Section 3 in certain eventualities. If the interpretation as sought to be advanced by Mr. Kapur and Mr. Rao, is to be accepted / agreed to, then Section 48 shall become nugatory, and there shall be no penalty for violating the Act.
42. Insofar as the judgments, as relied upon by the learned counsels for the appellants are concerned, in Poonam (supra), the reliance was placed on a proposition of law that no order can be passed behind the back of a person adversely affecting him.
43. Insofar as Central Board of Dawoodi Bohra Community and Anr. (supra), the reliance was placed by the appellants in support of their contention that the matter must be referred to a larger Bench in the facts of this case.
44. Insofar as the judgments in the case of Shah and Co., Bombay (supra) & Bangalore Turf Club Limited relied upon by the appellants in support of their submission that there is no justification to refer to the NI Act when the 2002 Act as a Special Act deals with the subject matter, which is entirely distinct from the NI Act.
45. Insofar as the M. Nizamudeen (supra) is concerned, the same was relied upon by the learned counsel for the appellants to contend that it is a settled rule of interpretation that if the language used in a statute is capable of bearing more than one construction, a construction that results in absurdity or anomaly should be eschewed.
46. Similarly, Union of India v. Deoki Nandan Aggarwal (supra), was relied upon by the learned counsel for the appellants to contend that defect or omission in the words used by the legislator, the Court cannot correct or make up the deficiency. It shall only decide what the law is, and not what it should be.
47. Insofar as B. Unnikrishnan and Ors. and B. R. Enterprises (supra) are concerned, the same were relied upon that the Officers / Directors cannot be punished without any legislative guidelines / checks and as per whims and fancies this is anathema to rule of law.
48. Suffice it to state, in view of our conclusion above, the judgments so relied upon have no applicability.
49. We see no reason, to refer the writ petition for consideration by a larger Bench.
50. In view of our discussion above, we are of the view, that the impugned order needs no interference. The appeals are dismissed. No costs.
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