JUDGMENT : 1. By filing this application under Section 482 of the Code of Criminal Procedure, 1973, the applicant-original accused no.6 has prayed to quash and set aside Criminal Case No.1095/1998 as well as to quash and set aside order dated 23.04.1998 issuing process thereof by learned Chief Judicial Magistrate, Valsad, for the offences punishable under Sections 418, 421, 422, 427 read with Section 114 of the Indian Penal Code. 2. The brief facts of the prosecution case are that the respondent no.2 has filed a complaint in the Court of learned Judicial Magistrate, First Class at Valsad, being Criminal Case No.1095 of 1998 against one Summex Chemicals Limited and six others, wherein present applicant has been arraigned as accused no.6. It is alleged that the complainant was working as Deputy Manager in Gujarat Industrial Capital Investment Corporation Limited. That accused nos.2 to 7 are the directors of accused no.1 company. That accused no.1 company had applied to the complainant-Corporation for a loan for purchase of machinery, which was accepted and sanctioned to the tune of Rs.145 Lacs on 4th May 1995. It is further alleged that on behalf of accused no.1, signature was made by accused no.7 and as per the loan agreement entered into between the complainant-Corporation and accused no.1-company on 28th June 2015, which was signed by accused nos.2 to 7, properties, machineries etc. were required to be hypothecated with the complainant-Corporation and, accordingly, they were hypothecated. 2.1 It was further alleged that for the purpose of availing loan on behalf of accused no.1-company, a certificate dated 25th July 1995 was given by Chartered Accountant. That relying on the said certificate, the Corporation disbursed Rs.72.5 Lacs on 4.8.1995. It is alleged that the goods which were hypothecated to the Corporation have been removed and shifted to unknown place or they have been sold. That it was found on inspection of the factory by the Senior Manager of the Corporation on 4.9.1997 that certain machineries mentioned in the complaint were not found in the factory. On all these grounds, aforesaid complaint has been lodged and the learned Magistrate has passed the order below that complaint. 3. It is contended by the applicant that he was Solicitor by profession and was partner in a renowned solicitor firm, Crawfard Bayley and Company from where he retired in the year 1997. On all these grounds, aforesaid complaint has been lodged and the learned Magistrate has passed the order below that complaint. 3. It is contended by the applicant that he was Solicitor by profession and was partner in a renowned solicitor firm, Crawfard Bayley and Company from where he retired in the year 1997. It is further contended that thereafter he set up his own firm known as Udwadia and he has also retired from the said firm and now confined to chamber practice being associated with Dhruve Liladhar and Company. He was appointed on the legal panel of Summex Chemicals Limited and, thereafter, he was only made a director of the said company as non-executive/ independent director. It is also contended that he had no decision making powers and was not concerned with the day-to-day working of the said company. According to him, he was not even involved in the loan transaction with the complainant-Corporation and he has not signed any documents pertaining to said loans. According to him, there is no offence made out against him and no specific role has been ascribed to him in the complaint. On these grounds, the applicant has prayed to set aside the impugned Criminal Case qua him. 4. Heard Mr.Mihir Thakore, learned Senior Counsel appearing with Ms.Sairica S. Raju for the applicant, Ms.Monali Bhatt, learned APP for the respondent-State and Mr.R.D.Dave, learned advocate for respondent no.2 at length. Perused the material placed on record and considered the decisions cited at bar. 5. Mr.Mihir Thakore, learned Senior Counsel has submitted the same facts, which are narrated in the memo of the application. He has contended that no document has been signed by the present applicant and there is no specific allegation or role ascribed against present applicant. According to him, the applicant herein was independent Director and had no authority on behalf of accused no.1. According to him, no vicarious liability can be fastened upon him under various Sections of the Indian Penal Code. He has also contended that vague and bald allegations have been made against the present applicant without any basis. While relying on the following decisions, he has prayed to allow present application. (i) S.K.Alagh v. State of Uttar Pradesh and Others, (2008) 5 SCC 662 . (ii) Maksud Saiyed v. State of Gujarat and Others, (2008) 5 SCC 668 . He has also contended that vague and bald allegations have been made against the present applicant without any basis. While relying on the following decisions, he has prayed to allow present application. (i) S.K.Alagh v. State of Uttar Pradesh and Others, (2008) 5 SCC 662 . (ii) Maksud Saiyed v. State of Gujarat and Others, (2008) 5 SCC 668 . (iii) Chunduru Siva Ram Krishna and Another v. Peddi Ravindra Babu and Another, (2009) 11 SCC 203 . (iv) Sunil Bharti Mittal v. Central Bureau of Investigation, (2015) 4 SCC 609 . 6. Per contra, Ms.Monali Bhatt, learned APP appearing for the State has submitted that the applicant has not come with clean hands and though order has been passed by learned trial Court regarding framing of charge in the year 2013, false statement has been made in this application that nothing has transpired till 2016. While referring to the order of the Chief Judicial Magistrate, Valsad dated 10.12.2013, she has submitted that after hearing both the sides, learned trial Court has prima facie found material for framing of the charge and this fact has not been narrated by the present applicant. She, therefore, prayed to dismiss present application. 7. Mr.R.D.Dave, learned advocate for respondent no.2 has submitted that cognizance has been taken by the trial Court and there is specific allegation made against the present applicant and the entire hypothecated machinery has been removed by the company for which all the directors, including present applicant, are liable. According to him, there is also a charge for offence under section 114 of IPC and this is not a case of vicarious liability but this is a case of abatement of offence. In view of this, he prayed to dismiss present application. 8. In re-submission, Mr.Mihir Thakore, learned Senior Counsel appearing for the applicant has submitted so far as Section 114 of IPC is concerned, two ingredients are required to be satisfied, one is regarding abatement of the offence and second is presence of the accused at the time of commission of offence. He submitted that both these ingredients are not satisfied in the present case against the applicant. 9. While referring to Section 107 of IPC, Mr.Mihir Thakore submitted that the ingredients thereof are also not satisfied in this case. He submitted that both these ingredients are not satisfied in the present case against the applicant. 9. While referring to Section 107 of IPC, Mr.Mihir Thakore submitted that the ingredients thereof are also not satisfied in this case. He has also contended that till date, charge has not been framed by the trial Court and there is no false statement made in this application. He, therefore, prayed to allow present application. 10. Heard learned advocates for the parties and perused the material available on record. From the facts of the case, it appears that accused no.1 company had applied to the complainant-Corporation for a loan for purchase of machinery, which was accepted and sanctioned to the tune of Rs.145 Lacs on 4th May 1995. It is also alleged that on behalf accused no.1, signature was made by accused no.7 and as per the loan agreement entered into between the complainant-Corporation and accused no.1-company on 28th June 2015, properties, machineries etc. were required to be hypothecated with the complainant-Corporation and, accordingly, they were hypothecated. That for the purpose of availing loan on behalf of accused no.1-company, a certificate dated 25th July 1995 was given by Chartered Accountant. That relying on the said certificate, the Corporation disbursed Rs.72.5 Lacs on 4.8.1995. It is alleged that the goods which were hypothecated to the Corporation have been removed and shifted to unknown place or they have been sold. It is also clear that the applicant herein is a Solicitor by profession and was partner in a renowned solicitor firm, Crawfard Bayley and Company from where he retired in the year 1997. Thereafter he set up his own firm known as Udwadia and he has also retired from the said firm and confined to chamber practice being associated with Dhruve Liladhar and Company. He was appointed on the legal panel of Summex Chemicals Limited and, thereafter, he was only made a non-executive/independent director of the said company. He had no decision making powers and was not concerned with the day-to-day working of the said company. It also appears that he was not directly involved in the loan transaction with the complainant-Corporation and he has not signed any documents pertaining to said loan. He had no decision making powers and was not concerned with the day-to-day working of the said company. It also appears that he was not directly involved in the loan transaction with the complainant-Corporation and he has not signed any documents pertaining to said loan. From the various decisions referred to and relied upon, it is clear that an individual who has perpetrated the commission of an offence on behalf of a company can be made accused, along with the company, if there is sufficient evidence of his active role coupled with criminal intent. Second situation in which he can be implicated is in those cases where the statutory regime itself attracts the doctrine of vicarious liability, by specifically incorporating such a provision. Therefore, when the company is the offender, vicarious liability of the Directors cannot be imputed automatically, in the absence of any statutory provision to this effect. In Sunil Bharti Mittal (supra), the Apex Court has observed as under:- “42. No doubt, a corporate entity is an artificial person which acts through its officers, directors, managing director, chairman etc. If such a company commits an offence involving mens rea, it would normally be the intent and action of that individual who would act on behalf of the company. It would be more so, when the criminal act is that of conspiracy. However, at the same time, it is the cardinal principle of criminal jurisprudence that there is no vicarious liability unless the statute specifically provides so. 43. Thus, an individual who has perpetrated the commission of an offence on behalf of a company can be made accused, along with the company, if there is sufficient evidence of his active role coupled with criminal intent. Second situation in which he can be implicated is in those cases where the statutory regime itself attracts the doctrine of vicarious liability, by specifically incorporating such a provision. 44. When the company is the offendor, vicarious liability of the Directors cannot be imputed automatically, in the absence of any statutory provision to this effect.….......” 11. In Maksud Saiyed (supra), the Apex Court has observed as under:- “13. Where a jurisdiction is exercised on a complaint petition filed in terms of Section 156(3) or Section 200 of the Code of Criminal Procedure, the Magistrate is required to apply his mind. In Maksud Saiyed (supra), the Apex Court has observed as under:- “13. Where a jurisdiction is exercised on a complaint petition filed in terms of Section 156(3) or Section 200 of the Code of Criminal Procedure, the Magistrate is required to apply his mind. Indian Penal Code does not contain any provision for attaching vicarious liability on the part of the Managing Director or the Directors of the Company when the accused is the Company. The learned Magistrate failed to pose unto himself the correct question viz. as to whether the complaint petition, even if given face value and taken to be correct in its entirety, would lead to the conclusion that the respondents herein were personally liable for any offence. The Bank is a body corporate. Vicarious liability of the Managing Director and Director would arise provided any provision exists in that behalf in the statute. Statutes indisputably must contain provision fixing such vicarious liabilities.Even for the said purpose, it is obligatory on the part of the complainant to make requisite allegations which would attract the provisions constituting vicarious liability.” 12. In S.K.Alagh (supra), the Apex Court has observed as under:- “16. Indian Penal Code, save and except some provisions specifically providing therefor, does not contemplate any vicarious liability on the part of a party who is not charged directly for commission of an offence.….... 19. As, admittedly, drafts were drawn in the name of the company, even if appellant was its Managing Director, he cannot be said to have committed an offence under Section 406 of the Indian Penal Code. If and when a statute contemplates creation of such a legal fiction, it provides specifically therefor. In absence of an provision laid down under the statute, a Director of a company or an employee cannot be held to be vicariously liable for any offence committed by the company itself. (See Sabitha Ramamurthy and Anr. v. R.B.S. Channabasavaradhya [ (2006) 10 SCC 581 ]}.” 13. From the above decisions, it is clear that Indian Penal Code does not contemplate vicarious liability on the part of a party, who is not charged directly for commission of an offence. In the present case, the applicant herein was a nonexecutive/ independent director of the company. He had no decision making powers and was not concerned with the dayto-day working of the said company. In the present case, the applicant herein was a nonexecutive/ independent director of the company. He had no decision making powers and was not concerned with the dayto-day working of the said company. He was not directly involved in the loan transaction with the complainant- Corporation. Therefore, the complaint in question is required to be quashed and set aside so far as present applicant is concerned. 14. In view of above discussion, present application is allowed. The Criminal Case No.1095/1998 as well as order dated 23.04.1998 issuing process therein by learned Chief Judicial Magistrate, Valsad, for the offences punishable under Sections 418, 421, 422, 427 read with Section 114 of the Indian Penal Code and all proceedings pursuant thereto are quashed and set aside so far as present applicant-accused no.6 is concerned. Rule is made absolute to the above extent. 15. Considering the fact that the complaint is of 1998, the trial Court may decide the case as expeditiously as possible and preferably within a period of six months from today so faras other accused persons are concerned. 16. It is clarified that this may not be treated as a precedent as this Court has exercised its powers under Section 482 of Criminal Procedure Code in view of the fact that the applicant was a non-executive Director and he was not concerned with the affairs of the company.