Signing Board Resolutions does not establish day-to-day management responsibility for vicarious liability under Section 141 NI Act.

The Appellant is a Director of Projtech Engineering Private Limited, which issued three cheques totaling ₹50 lakhs for iron and steel supplies

The cheques were returned unpaid due to signature differences and alterations

A complaint was filed under Sections 138 and 142 of the Negotiable Instruments Act, 1881 (NI Act), and the Metropolitan Magistrate issued summons

The Additional Sessions Judge dismissed a revision petition, holding that the Appellant's signature on a Board Resolution evidenced involvement in the company’s day-to-day management

The High Court of Delhi subsequently dismissed a petition under Section 482 of the CrPC, reasoning that its jurisdiction was severely restricted because a revision petition on the same grounds had already been rejected

Whether the act of signing a Board Resolution is sufficient to satisfy the requirement under Section 141 of the NI Act that a Director was in charge of and responsible for the conduct of the company’s business

Whether the dismissal of a revision petition under Section 397 CrPC bars or narrows the High Court's inherent jurisdiction under Section 482 CrPC to quash proceedings

Section 141 of the NI Act regarding offences by companies, which requires that an accused Director must be "in charge of" and "responsible to" the company for the conduct of its business

S.M.S. Pharmaceuticals Ltd. v. Neeta Bhalla, which established that specific averments regarding this responsibility are an essential requirement and that there is no "deemed liability" for Directors

Principles from Krishnan v. Krishnaveni and Dhariwal Tobacco Products Ltd. v. State of Maharashtra, holding that the inherent power of the High Court under Section 482 CrPC remains available to prevent miscarriage of justice even where a second revision is barred under Section 397(3) CrPC

The Court observed that a Board Resolution typically concerns high-level corporate decisions (e.g., hiring management or liquidating assets) and does not imply that every signatory is involved in the everyday transactions of the business

It found that the complaint lacked even a "whisper" of direct allegations that the Appellant was responsible for the conduct of business, which is the sine qua non for attracting Section 141

The Court rejected the High Court’s procedural stance, clarifying that the availability or dismissal of a revision petition does not limit the High Court’s inherent power to quash an order if it leads to a miscarriage of justice or constitutes an abuse of the court's process

The High Court erred in concluding that its Section 482 jurisdiction was circumscribed by the prior dismissal of a revision petition

The Supreme Court allowed the appeal and quashed the proceedings against the Appellant, Saroj Pandey

The quashing was limited to the Appellant and did not impact the trial of the co-accused