Directors Vicarious Liability for Offences by Companies-III
By
Dr. K. R. Chandratre
Directors Concerned with Day-to-Day Management
In Girdhari Lal Gupta v. D. N. Mehta, AIR 1971 SC 2162, the Supreme Court has construed the expression ‘a person in charge and responsible for the conduct of the business of the company’ as meaning the person in overall control of the day-to-day business of the company. This was a case under section 23C of the Foreign Exchange Regulation Act, 1947, which corresponds to Section 68 of the Foreign Exchange Regulation Act, 1973 (‘FERA’). In arriving at this inference the Supreme Court took into consideration the wordings of sub-section (2) of the standard penal provision and observed as follows :
“It mentions director, who may be a party to the policy being followed by a company and yet not be in charge of the business of the company. Further it mentions manager who usually is in charge of the business but not in overall-charge. Similarly the other officers may be in charge o ....