INTRODUCTION 

The case of Dr. Rajesh Kumar Yaduvanshi v. Serious Fraud Investigation Office (SFIO) & Anr. was decided by the High Court of Delhi on September 21, 2020. This case revolves around the issues of challenges faced in the regulation of governance in the corporate sector and how the investigation related to fraud is conducted in India. The Respondent, in this case, is a specialized agency under the Ministry of Corporate Affairs named – the Serious Fraud Investigation Office (SFIO), which is responsible for conducting in-depth investigations on reports of mismanagement within a Company related to matters involving complex financial activities and corporate ill-governance. It makes sure that financial frauds are thoroughly investigated and rectified in order to safeguard the interests of the shareholders and maintain financial stability.

As nominee director of a company named Bhushan Steel Limited, one of the 15 companies that the SFIO was investigating, Dr. Rajesh Kumar Yaduvanshi faced summons making him liable for offenses under Sections 128, 129, 448 read with Section 447 of the Companies Act, 2013. This raised questions about the extent of accountability that nominee directors in a company hold and also upon the standard of corporate governance in India.

The precedent set in this case provided answers to queries related to the procedure to be followed when dealing with the extent of liability of directors in certain situations. It shed light on the accountability of nominee directors, regulatory guidelines, and dealing with white-collar crimes; Dr. Yaduvanshi’s involvement in the fraud and misrepresentation found in the Company’s financial activities was determined, which evolved jurisprudence related to the investigation of malpractices in corporate governance. This case not only solved the legal battle between Dr. Rajesh Kumar Yaduvanshi v. Serious Fraud Investigation Office (SFIO) but also set a significant precedent regarding the extent of liability of nominee directors in a Company.

FACTS

The case emerged when Dr. Rakesh Kumar Yaduvanshi filed a petition in response to the summons issued to him under Sections 128, 129, and 448, which read with section 447 of the Companies Act, 2013. The Government of India, on 03.05.2016, ordered the Serious Fraud Investigation Office to carry out an investigation on the financial affairs of 15 companies, including Bhushan Steel Limited, under Section 212(1) of the Companies Act. The SFIO submitted the reports of the investigation they conducted, and complaints were filed.

They issued summons to 287 individuals, including the petitioner, and made them accused of violations of certain offenses under the Companies Act. The trial Court found that Dr. Yaduvanshi’s involvement in the fraud financial misrepresentations was well backed by evidence, and the Additional Sessions Judge gave the order for his appearance in the court. The petitioner, Dr. Yaduvanshi, filed a petition in the Delhi High Court claiming that he cannot be held liable for the regulatory offenses of Bhushan Steel Limited because he was a nominee director and had no active role in its financial operations.

The petition filed by Dr. Yaduvanshi was based on the argument that the responsibility of the position in the company did not extend to direct involvement in the Company’s governance and financial management. Thus, he was not involved in the day-to-day activities of BSL and was not aware of the fraudulent activities being carried out by the Company.

The Delhi High Court, in this case, addressed the questions related to the validity of the complaints made and summons issued against Dr. Yaduvanshi. It ruled that the liability of nominee directors in a company should be clearly clarified so as not to create any unnecessary burden on individuals not related to the offense. The court gave the judgment in favor of Dr. Yaduvanshi and ordered that the summons which was issued against him were to be set aside.

ISSUE RAISED

1. Nominee Director’s Responsibility: The primary issue that was dealt with in this case was whether the nominee director, i.e., Dr. Rakesh Kumar Yadhuvanshi, was liable for the offenses under Sections 128, 129, and 448 read with section 447 of the Companies Act, 2013 for fraud activities and misappropriation in financial statements of the Company. The question was whether the nominee director, who was not part of the day-to-day financial activities of the Company and was only appointed to represent different interests, would be responsible for the fraud activities of the Company.
2. Validity of summons from SFIO: Another issue raised was whether the summons which was issued against Dr. Yaduvanshi by the Serious Fraud Investigation Office (SFIO) was on legitimate grounds and whether due process was followed by the SFIO while serving summons to a nominee director.
3. Companies Act 2013’s provision on regulations for corporate fraud: The issue of interpretation and application of statutory provisions and regulatory frameworks under the Companies Act 2013 in cases related to the liability of nominee directors in financial transactions of the company is also dealt with in this case.

PETITIONER’S ARGUMENTS (Dr. Rajesh Kumar Yaduvanshi)

• The plaintiff argued that he was a nominee director in Bhushan Steel Ltd. representing Punjab National Bank and was not part of the day-to-day financial operations or management of the Company, and thus, his liability will not extend to financial practices of BSL if they were not in the interest of the bank.
• The plaintiff contended that the complaints which were made against him did not have enough evidence and lacked specific allegations which would prove that he was part of or had knowledge of the financial fraud and mis-representation done by the management of BSL.
• The plaintiff maintained that The summons that was served to him was done without following due process as there was no clear evidence of his involvement in the Company’s fraudulent action, and making him liable would cause unnecessary financial consequences for him.

RESPONDENT’S ARGUMENTS (Serious Fraud Investigation Office)

• The defendants argued that all the directors, including the nominee directors of BSL, are responsible for its actions and will be held liable under sections 128, 129, 448, read with Section 447 of the Companies Act, 2013 because directors are required to follow the statutory guidelines irrespective of their specific roles in the Company.
• The defendants asserted that BSL had misrepresented their financial records. Its directors, including Dr. Yaduvanshi, were aware of these actions. Thus, he should face accountability for not acting against these practices by the Company in which he was serving as a director.
• The defendants also stated that escape of liability by a nominee director just because his role in the firm was limited to a specific scope will degrade the trust of stakeholders in governance in the corporate sector and will also promote malpractices in the Company as regulatory obligations will be ignored.

JUDGEMENT

The Delhi High Court, on 21 September 2020, gave the judgment in the case of Dr. Rajesh Kumar Yaduvanshi v. Serious Fraud Investigation Office (SFIO) & Anr. in favor of the petitioner, Dr. Yaduvanshi. The Court made it clear that nominee directors in a Company, who are elected to represent an interest in a particular domain, cannot be held responsible for fraudulent actions of the Company in which they had no role. 

The court also found that the complaints that were made against Dr. Yaduvanshi after the investigations of SFIO failed to provide enough evidence to sustain these complaints and could not prove that he was aware or was part of these mismanagements in the company. 

This judgment highlighted the fact that nominee directors must not be held accountable for the actions of a Company if they are not part of its day-to-day activities and are only there to represent a particular entity or purpose. The extent of their responsibility is limited to the affairs for which they were made nominee directors. This saves them from undue legal obligations arising outside of their designated roles. This judgment reinforced the idea that regulatory investigation bodies like the Serious Fraud Investigation Office must provide clear and enough evidence before summoning individuals for fraud and misconduct in the corporate sector, as this would help in the balance of protection of their rights and regulatory enforcement. 

CONCLUSION

The judgment in the case of Dr. Rajesh Kumar Yaduvanshi v. Serious Fraud Investigation Office (SFIO) & Anr. Sets important precedent regarding the accountability of directors in India. This helps to further understand the discourse regarding governance in the corporate sector and the role of directors. The Delhi High Court’s judgment directing to quash the summons issued against Mr. Yaduvanshi backs the principle that directors who are not involved in the day-to-day management and financial activities of the firm should not be held accountable for any fraud or misrepresentation by the firm. They were not part of these activities and were not aware of them, thus making them liable for acts with which they had no connection, which would undermine their individual rights and bring an unnecessary legal burden on them. 

This decision contributes to a better understanding of the role of directors in a company and the accountability it brings. It also fosters a fairer environment in the corporate sector. The ruling of this case will influence future cases that involve similar issues and set an important precedent for shaping the framework for governance in the corporate sector.