“S.M.S. Pharmaceuticals Ltd. v. Neeta Bhalla, (2005) 8 SCC 89 had occasion to consider the requirements of Section 141.
“What is required is that the persons who are sought to be made criminally liable under Section 141 should be at the time the offence was committed, in charge of and responsible to the company for the conduct of the business of the company. Every person connected with the company shall not fall within the ambit of the provision. It is only those persons who were in charge of and responsible for conduct of business of the company at the time of commission of an offence, who will be liable for criminal action.
The conclusion is inevitable that the liability arises on account of conduct, act or omission on the part of a person and not merely on account of holding an office or a position in a company. Therefore, in order to bring a case within Section 141 the complaint must disclose the necessary facts which make a person liable.”
The ratio has been reiterated by this Court in N.K. Wahi, (2007) 9 SCC 481; National Small Industries Corporation Limited, (2010) 3 SCC 330; Pooja Ravinder Devidasani, (2014) 16 SCC 1; N. Rangachari, (2007) 5 SCC 108.
Section 141, which was inserted in the year 1988, contains the same conditions for a person to be proceeded with and punished for offence as contained in Section 68 of FERA, 1973. The ratio of the Judgments of this Court on Section 141 are also clearly relevant while interpreting Section 68 of FERA Act.”
– Hon’ble Justice Ashok Bhushan, Shailendra Swarup v. The Deputy Director, Enforcement Directorate, [Criminal Appeal No. 2463 of 2014].