CRM-M-8093-2023 ::1:: IN THE HIGH COURT OF PUNJAB AND HARYANA AT CHANDIGARH (121) CRM-M-8093-2023 (O & M) Reserved on: 10.07.2026 Date of Pronouncement:14.07.2026 Date of Uploading :15.07.2026 Ms. Shailja Khanna and anr. …... Petitioner(s) V/s Lakra Industries Limited ...Respondent(s) CORAM: HON’BLE MR. JUSTICE JASJIT SINGH BEDI Present: Mr. Shubham Bhalla, Advocate, (Thr. VC) with Mr. Gurkamal S. Kandhola, Advocate, for the petitioner(s). Mr. Vikas Bali, Advocate, for the respondent. **** JASJIT SINGH BEDI, J. (Oral) The prayer in the present petition under Section 482 Cr.P.C. is for quashing of the complaint No.30175 dated 16.11.2019 titled as ‘Lakra Industries Ltd. vs. Knightrider Apparels Private Ltd.’ under Section 138 read with Section 142 of the Negotiable Instruments Act, 1881, summoning order dated 18.11.2019 and all consequential proceedings arising therefrom. 2. The brief facts of the case as emanating from the pleadings are that the respondent-complainant (hereinafter to be known as ‘the respondent’) was running the business of manufacturing and sale of hosiery goods under the name and style of ‘Lakra Industries Limited’. The petitioners alongwith other accused are stated to have purchased goods on credit and in order to discharge their legal liability, accused No.4-Atul Moudgil and being the authorised signatory of the accused No.1-Knightrider SUKHPREET KAUR 2026.07.15 11:36 I attest to the accuracy and integrity of this document chandigarh CRM-M-8093-2023 ::2:: Apparels Private Limited in consultation with other accused, issued cheques including cheque No.144541 dated 28.06.2019 for a sum of Rs.4,30,686/-, cheque No.144542 dated 30.06.2019 for a sum of Rs.4,54,389/- and cheque No.144543 dated 29.06.2019 for a sum of Rs.3,12,098/- all drawn on PNB Bank, Udyog Vihar, Phase-I, Gurgaon, Haryana, in favour of the complainant with the assurance that the said cheques would be honoured on presentation. However, they were dishonoured, leading to the sending of a legal notice. 3. Despite the legal notice, when no payment was made, the respondent was constrained to file a complaint under Section 138 of the Negotiable Instruments Act, 1881 against the accused persons (including the petitioners). A copy of the said complaint is annexed as Annexure P-1 to the petition. The relevant extract of the said complaint is as under:- 3. That the accused no.1 is Private Limited company and the accused no.2 and 3 are its directors and the accused no.4 and 5 are its authorized signatory and the accused have been looking after day to day affairs of the accused no.1 and thus the accused are liable and responsible for all acts and omissions done in the name of the accused no.1. 4. That the accused purchased goods from the complainant on credit and as per books of account maintained by the complainant in ordinary course of business huge amount is due towards the accused qua the goods supplied by the complainant. 5. That in order to discharge the legal liability, the accused no.4 being authorized signatory of accused no.1 and in consultation with. the other accused, issued cheques including cheque SUKHPREET KAUR 2026.07.15 11:36 I attest to the accuracy and integrity of this document chandigarh CRM-M-8093-2023 ::3:: no.144541 dated 28.06.2019 Rs.4.30,686/-, cheque no.144542 dated 30.06.2019 for amount of Rs.4,54,389/- and cheque no. 144543 dated 29.06.2019 for amount of Rs.3,12,098/- all drawn on PNB Bank, Udyog Vihar, Phase-1, Gurgaon, Haryana in favour of the complainant with the assurances that the said cheques will be honoured on presentation and it is good for payment. It was upon express and assurance made by the accused, the complainant received the cheques. 4. Based on the complaint and the preliminary evidence, the petitioners and their co-accused came to be summoned under Section 138 of the Negotiable Instruments Act vide order dated 18.11.2019. A copy of the summoning order is annexed as Annexure P-6 to the petition. 5. The aforementioned complaint (Annexure P-1) and the summoning order (Annexure P-6) are under challenge in the present petition. 6. The learned counsel for the petitioners as raised two contentions. He, firstly, contends that the averments made in the complaint (Annexure P-1) qua the role of the petitioners are not sufficient so as to entail summoning of the petitioners under the provisions of the Act. Secondly, the cheques in question are dated 28.06.2019, 29.06.2019 and 30.06.2019. The petitioners had resigned as directors on 26.06.2019 i.e. before the issuance of the said cheques and therefore, as they are also not signatories to the cheques, the proceedings qua them are liable to be quashed. Reliance is placed upon a judgment in ‘Siby Thomas versus Somany Ceramics Limited (2024) 1 Supreme Court Cases 348’. SUKHPREET KAUR 2026.07.15 11:36 I attest to the accuracy and integrity of this document chandigarh CRM-M-8093-2023 ::4:: 7. The learned counsel for the respondent, on the other hand, contends that Paras 3 and 5 of the complaint contain sufficient averments qua their role to prima facie establish the liability of the petitioners. As regards resignation of the petitioners, he contends that the petitioners have played a fraud upon the Court. In fact, the Form No. DIR-12 shows the petitioners to have resigned on 26.06.2019 but the said Form was actually uploaded to the portal on 21.10.2020 i.e. after the issuance of the cheques. It is the date of uploading of the said Form which is relevant. Further, in case, the petitioners did not have a role to place in the affairs of the company and had ceased to be directors as on June, 2019, they ought to have filed a reply to the legal notice setting up their defence at the very outset. He further contends that two other identical petitions raising the same arguments as raised in the present petition have been argued at length and subsequently, withdrawn by the petitioners vide order dated 17.11.2023 (Annexure A-1) passed in CRM-M-914-2022 titled as ‘Shailja Khanna and another versus Lakra Industries Ltd.’ and order dated 17.11.2023 (Annexure A-2) passed in CRM-M-911-2022 titled as ‘Shailja Khanna and another versus Lakra Industries Ltd.’. Reliance is placed upon the judgments in ‘S.P. Mani and Mohan Dairy versus Dr. Snehalatha Elangovan 2022(4) RCR(Criminal) 743, HDFC Bank Limited versus State of Maharashtra and another 2025(3) RCR(Criminal) 230 and Shivappa Reddy versus S. Srinivasan 2025(3) RCR(Criminal) 264’. 8. I have heard the learned counsel for the parties. SUKHPREET KAUR 2026.07.15 11:36 I attest to the accuracy and integrity of this document chandigarh CRM-M-8093-2023 ::5:: 9. The learned counsel for the petitioners has relied upon the judgment of the Hon’ble Supreme Court in ‘Siby Thomas versus Somany Ceramics Limited (2024) 1 Supreme Court Cases 348’ and the relevant extract of the same is reproduced hereinbelow:- 3. Virtually, the appellant set up twin grounds to seek quashment of the complaint against him; firstly, that he had resigned from the partnership firm on 28.05.2013 whereas the cheque in question was issued on 21.08.2015 and secondly, that the complaint is devoid of mandatory averments required to be made in terms of sub-Section 1 of section 141 of the NI Act, as relates him. The High Court found that the contention in regard to the maintainability of the complaint against the appellant, owing to his retirement from the partnership firm prior to the issuance of the cheque in question, is a matter of evidence and ultimately, the appellant would have to lead evidence and prove that fact. Consequently, it was held that the complaint could not be rejected qua the appellant at the initial stage in exercise of the powers under Section 482 Cr.PC. XXXX XXXX XXXX 6. In view of the rival contentions as above it is apposite to refer to the averments in paragraph 3 and 4 of the complaint, which is annexed to the SLP. They read thus: "3. That the accused No.1 is a partnership-firm with the name and style of M/s Tile Store, having its office at 5- 654/B, Jyothis Complex, By-pass Road, Eranhipalam, Calicut-673006 (Kerala), while accused No.2 to 6 are the partners of the accused No.1. The accused No.2 to 6 being the partners are responsible for the day to day conduct and business of the accused No. 1. 4. That the accused No.1 through its partners i.e. accused No.2 to 6, on the basis of the authority vested in them approached to the complainant for purchasing the ceramic tiles, sanitary wares and bath fitting from the SUKHPREET KAUR 2026.07.15 11:36 I attest to the accuracy and integrity of this document chandigarh CRM-M-8093-2023 ::6:: complainant on credit basis. The request of the accused No.1 was accepted by the complainant and the accused agreed to pay the amount of the goods purchased by them to the complainant within one month and it was also agreed that if the accused failed to make the payment within one month in that case they shall also be liable to pay interest @ 24% per annum on the balance sale consideration till its full realization." (emphasis supplied) XXXX XXXX XXXX 12. Bearing in mind the afore-extracted recitals from the decisions in Gunmala Sales Private Limited's case (supra) and S.P. Mani's case (supra), we have carefully gone through the complaint filed by the respondent. It is not averred anywhere in the complaint that the appellant was in charge of the conduct of the business of the company at the relevant time when the offence was committed. What is stated in the complaint is only that the accused Nos. 2 to 6 being the partners are responsible for the day-to-day conduct and business of the company. It is also relevant to note that an overall reading of the complaint would not disclose any clear and specific role of the appellant. XXXX XXXX XXXX 18. Thus, in the light of the dictum laid down in Ashok Shewakramani's case (supra), it is evident that a vicarious liability would be attracted only when the ingredients of section 141(1) of the NI Act, are satisfied. It would also reveal that merely because somebody is managing the affairs of the company, per se, he would not become in charge of the conduct of the business of the company or the person responsible to the company for the conduct of the business of the company. A bare perusal of section 141(1) of the NI Act, would reveal that only that person who, at the time the offence was committed, was in charge of and was responsible to the company for the conduct SUKHPREET KAUR 2026.07.15 11:36 I attest to the accuracy and integrity of this document chandigarh CRM-M-8093-2023 ::7:: of the business of the company, as well as the company alone shall be deemed to be guilty of the offence and shall be liable to be proceeded against and punished. 19. In such circumstances, paragraph 24 in Ashok Shewakramani's case (supra) is also relevant. After referring to the section 141(1) of NI Act, in paragraph 24 it was further held thus:(SCC p.480) "24 On a plain reading, it is apparent that the words "was in charge of" and "was responsible to the company for the conduct of the business of the company" cannot be read disjunctively and the same ought be read conjunctively in view of use of the word "and" in between." 20. The upshot of the aforesaid discussion is that the averments in the complaint filed by the respondent are not sufficient to satisfy the mandatory requirements under section 141(1) of the NI Act. Since the averments in the complaint are insufficient to attract the provisions under section 141(1) of the NI Act, to create vicarious liability upon the appellant, he is entitled to succeed in this appeal. We are satisfied that the appellant has made out a case for quashing the criminal complaint in relation to him, in exercise of the jurisdiction under Section 482 of Cr.PC. In the result the impugned order is set aside and the subject Criminal Complaint filed by the respondent and pending before Ld. CJ (JD) JMIC, Bahadurgarh, in the matter titled as M/s. Somany Ceramics v. M/s. Tile Store etc. vide COMA- 321-2015 (CNRNO: HRJRA1004637-2015), stand quashed only in so far as the appellant, who is accused No. 4, is concerned. Appeal stands allowed as above. There will be no order as to costs. 10. The learned counsel for the respondent has relied upon three judgments of the Hon’ble Supreme Court in ‘S.P. Mani and Mohan Dairy SUKHPREET KAUR 2026.07.15 11:36 I attest to the accuracy and integrity of this document chandigarh CRM-M-8093-2023 ::8:: versus Dr. Snehalatha Elangovan 2022(4) RCR(Criminal) 743, HDFC Bank Limited versus State of Maharashtra and another 2025(3) RCR(Criminal) 230 and Shivappa Reddy versus S. Srinivasan 2025(3) RCR(Criminal) 264’ and the relevant extract of the same are reproduced hereinbelow:- In S.P. Mani (Supra), the Hon’ble Supreme Court held as under:- 18. The complaint filed under section 138 of the NI Act reads thus:- "The complainant is a Partnership Firm registered under the Partnership act and carrying on business in the above said address. The Partners of the said firm resolved that D. Gokulnath, S/o. M. Dhanapal the Manager of the said complainant who knows personally about each and every transaction of this case to be and he is authorized to represent the firm in this case. A copy of power of attorney is produced herewith. The accused No.1 is a Partnership Firm., the accused No.2 and 3 are Partners and in-chame and responsible for the dau-to-dau affairs of the accused No.1, the accused No.2 and 3 are regularly looking after and actively taking part in the day-to-day business of the accused No.1. The complainant is doing business in Milk and Milk Products. The accused used to purchase Milk and Milk Products from the complainant on credit basis. The complainant is maintaining true and correct accounts. As per accounts maintained by the complainant, the accused have to pay a balance of Rs.10,71,434.60 to the complainant. In order to discharge the part of the said balance amount and liability the accused No.2 on behalf of the accused No. 1 and with the knowledge and consent of the accused No.3 ssued the following cheque which is drawn on TamilNadu Mercantile Bank Ltd., Thiruvanmwur Branch, Chennai-41. S.No. Cheque Date Cheque No. Cheque Amount 1. 05.05.2017 411618 Rs. 10,00,000/- SUKHPREET KAUR 2026.07.15 11:36 I attest to the accuracy and integrity of this document chandigarh CRM-M-8093-2023 ::9:: On the request of the accused the complainant presented the above said cheque for collection on 13.06.2017 through HDFC Bank Ltd., Sathy Road Branch, Erode and the same was returned as "Funds Insufficient" on 14.06.2017. Again, on the request of the accused the complainant presented the above said cheque for collection on 20.07.2017 through HDFC Bank Ltd., Sathy Road Branch, Erode and the same was returned as "Funds Insufficient" on 21.07.2017. Without sufficient funds in their account accused have issued the above said cheque. The accused issued the above said cheque assuring payment on presentation of the same. At the time of issuing the said cheque, the accused represented that they are having an account in which they will have sufficient amount in their account. But the accused purposely allowed the same to be dishonoured with an intention to cheat and defraud the complainant. Therefore, the accused have committed an offence punishable u/s 138 of the Negotiable Instruments Act. Thereupon the complainant issued a lawyer notice on 14.08.2017 to the accused calling upon them to pay the above said sum of Rs.10,00,000/- due under the said cheque dated 05.05.2017 within 15 days from the date of receipt of this notice. The accused received the above said notice on 16.08.2017. But they failed to pay the above said cheque amount within 15 days. Hence the accused has committed an offence punishable u/s 138 r/w. 142 of Negotiable Instruments Act 1881 as amended by Act 55 of 2002. The complainant submits that he had produced the relevant documents relating to this offence. He further submits that he has filed this complaint within one month from the date of expiry of 15 days grace time given in the notice for the payment of above said cheque's amount. The above said cheque was presented for collection through HDFC Bank Ltd., Sathy Road Branch, Erode which is situated in Erode Karungalpalayam Police Station limit. Hence this Hon'ble court is having jurisdiction to cognizance the offence. A court fee of Rs.5,000/- is paid under Tamilnadu Court Fee Act. It is therefore, prayed that this Hon'ble Court may be pleased to take this case on file, issue summon to the SUKHPREET KAUR 2026.07.15 11:36 I attest to the accuracy and integrity of this document chandigarh CRM-M-8093-2023 ::10:: accused, enquire the matter, punish the accused with maximum sentence and direct the accused to pay compensation to the complainant u/s 357 CPC and render justice." [Emphasis supplied] XXXX XXXX XXXX 43. In the case on hand, we find clear and specific averments not only in the complaint but also in the statutory notice issued to the respondent. There are specific averments that the cheque was issued with the consent of the respondent herein and within her knowledge. In our view, this was sufficient to put the respondent herein to trial for the alleged offence. We are saying so because the case of the respondent that at the time of issuance of the cheque or at the time of the commission of the offence, she was in no manner concerned with the firm or she was not in-charge or responsible for day-to-day affairs of the firm cannot be on the basis of mere bald assertion in this regard. The same is not sufficient. To make good her case, the respondent herein is expected to lead unimpeachable and incontrovertible evidence. Nothing of the sort was adduced by the respondent before the High Court to get the proceedings quashed. The High Court had practically no legal basis to say that the averments made in the complaint are not sufficient to fasten the vicarious liability upon the respondent by virtue of section 141 of the NI Act. 44. We may also examine this appeal from a different angle. It is not in dispute, as noted above, that no reply was given by the respondent to the statutory notice served upon her by the appellant. In the proceedings of the present type, it is essential for the person to whom statutory notice is issued under section 138 of the NI Act to give an appropriate reply. The person concerned is expected to clarify his or her stance. If the person concerned has some unimpeachable and incontrovertible SUKHPREET KAUR 2026.07.15 11:36 I attest to the accuracy and integrity of this document chandigarh CRM-M-8093-2023 ::11:: material to establish that he or she has no role to play in the affairs of the company/firm, then such material should be highlighted in the reply to the notice as a foundation. If any such foundation is laid, the picture would be more clear before the eyes of the complainant. The complainant would come to know as to why the person to whom he has issued notice says that he is not responsible for the dishonour of the cheque. Had the respondent herein given appropriate reply highlighting whatever she has sought to highlight before us then probably the complainant would have undertaken further enquiry and would have tried to find out what was the legal status of the firm on the date of the commission of the offence and what was the status of the respondent in the firm. The object of notice before the filing of the complaint is not just to give a chance to the drawer of the cheque to rectify his omission to make his stance clear so far as his liability under section 138 of the NI Act is concerned. 45. Once the necessary averments are made in the statutory notice issued by the complainant in regard to the vicarious liability of the partners and upon receipt of such notice, if the partner keeps quiet and does not say anything in reply to the same, then the complainant has all the reasons to believe that what he has stated in the notice has been accepted by the noticee. In such circumstances what more is expected of the complainant to say in the complaint. 46. When in view of the basic averment process is issued the complaint must proceed against the Directors or partners as the case may be. But, if any Director or Partner wants the process to be quashed by filing a petition under Section 482 of the Code on the ground that only a bald averment is made in the complaint and that he is really not concerned with the issuance SUKHPREET KAUR 2026.07.15 11:36 I attest to the accuracy and integrity of this document chandigarh CRM-M-8093-2023 ::12:: of the cheque, he must in order to persuade the High Court to quash the process either furnish some sterling incontrovertible material or acceptable circumstances to substantiate his contention. He must make out a case that making him stand the trial would be an abuse of process of court. He cannot get the complaint quashed merely on the ground that apart from the basic averment no particulars are given in the complaint about his role, because ordinarily the basic averment would be sufficient to send him to trial and it could be argued that his further role could be brought out in the trial. Quashing of a complaint is a serious matter. Complaint cannot be quashed for the asking. For quashing of a complaint, it must be shown that no offence is made out at all against the Director or Partner. 47. Our final conclusions may be summarised as under:- a.) The primary responsibility of the complainant is to make specific averments in the complaint so as to make the accused vicariously liable. For fastening the criminal liability, there is no legal requirement for the complainant to show that the accused partner of the firm was aware about each and every transaction. On the other hand, the first proviso to sub-section (1) of Section 141 of the Act clearly lays down that if the accused is able to prove to the satisfaction of the Court that the offence was committed without his/her knowledge or he/she had exercised due diligence to prevent the commission of such offence, he/she will not be liable of punishment. b.) The complainant is supposed to know only generally as to who were in charge of the affairs of the company or firm, as the case may be. The other administrative matters would be within the special knowledge of the company or the firm and those who are in charge of it. In such circumstances, the complainant is expected to allege that the persons named in the complaint are in charge of the affairs of the company/firm. It is only the Directors of the company or the partners of the firm, as the case may be, who have the special knowledge about the role they had played in the company or the partners in a firm to show before the court that at the relevant point of time they were not in charge of the affairs of the company. SUKHPREET KAUR 2026.07.15 11:36 I attest to the accuracy and integrity of this document chandigarh CRM-M-8093-2023 ::13:: Advertence to Sections 138 and Section 141 respectively of the NI Act shows that on the other elements of an offence under Section 138 being satisfied, the burden is on the Board of Directors or the officers in charge of the affairs of the company/partners of a firm to show that they were not liable to be convicted. The existence of any special circumstance that makes them not liable is something that is peculiarly within their knowledge and it is for them to establish at the trial to show that at the relevant time they were not in charge of the affairs of the company or the firm. c.) Needless to say, the final judgement and order would depend on the evidence adduced. Criminal liability is attracted only on those, who at the time of commission of the offence, were in charge of and were responsible for the conduct of the business of the firm. But vicarious criminal liability can be inferred against the partners of a firm when it is specifically averred in the complaint about the status of the partners `qua? the firm. This would make them liable to face the prosecution but it does not lead to automatic conviction. Hence, they are not adversely prejudiced if they are eventually found to be not guilty, as a necessary consequence thereof would be acquittal. d.) If any Director wants the process to be quashed by filing a petition under Section 482 of the Code on the ground that only a bald averment is made in the complaint and that he/she is really not concerned with the issuance of the cheque, he/she must in order to persuade the High Court to quash the process either furnish some sterling incontrovertible material or acceptable circumstances to substantiate his/her contention. He/she must make out a case that making him/her stand the trial would be an abuse of process of Court. In HDFC Bank Limited (supra), the Hon’ble Supreme Court held as under:- 4. Since the complaint has been quashed on the ground of lack of adequate averments, it will be necessary to extract the crucial averments that are made in the complaint:- "2. That, Accused No 1 is a Company registered and incorporated under the provisions of Indian Companies SUKHPREET KAUR 2026.07.15 11:36 I attest to the accuracy and integrity of this document chandigarh CRM-M-8093-2023 ::14:: Act, 2013 [existing within the purview of Companies Act, 1956] and having it registered and corporate office at the address mentioned aforesaid and engaged in the business of sale of cars and spare parts manufactured by Hyundai Motors (I) Ltd Accused Nos 2 to 4 are the Directors of Accused No 1 Company and is responsible for its day to day affairs, management and working of the Accused No 1 Company furthermore the Accused No 3 is the signatory of the dishonored cheque. 3. 3. That, Accused No 1, through Accused Nos 2 to 4, had approached the complainant above named for grant of credit facility in the form of Revolving Loan Facility as Inventory Funding for the working capital requirements That after due deliberation and negotiations with Accused Nos 2 to 4 the complainant granted the Revolving Loan facility initially to the extent of Rs 5,00,00,000/ (Rupees Five Crores only) [Inventory funding Rs 3.00 Crores + Inventory Funding Adhoc: Rs 2.00 Crores vide sanction letter dated 09.08.2014 Hereto annexed and marked as Exhibit B is the copy of said Sanction letter dated 09. 08.2014 for Revolving Loan Facility granted to Accused No. 1. 4. That, upon further request made by Accused No. 1, complainant had enhanced the said facility from Rs 5.00 Crore to Rs. 6.00 Crores vide sanction letter dated 27.10.2015 The said facilities were further enhanced from Ra 6.00 Crores to Rs 6.50 Crores vide sanction letter dated 22.02.2016 and lastly the said facility was enhanced from Rs 6.50 Crores to Rs 8.00 Crores vide sanction letter dated 12.09.2016. Hereto annexed and marked as Exhibit C-1 to Exhibit C-3 are the copies of sanction letter dated 27.10.2015, 22.02.2016 and 12.09.2016 respectively 5. The Loan account of Accused No. 1 maintained by complainant was numbered as loan account No 02400450029354. That in consideration of grant of the said facilities, accused(s) had executed various loan and security documents in favor of Complainant from time-to time inter alia accepting the terms and conditions of respective documents It is submitted that the Accused No. 1 lastly, amongst other, entered into Loan agreement with Complainant on 17.09.2016 and executed Demand Promissory Note for a sum of Rs. 8,00,00,000/- on 20.09.2016 Hereto annexed and marked as Exhibit 'D-1 IS the copy of Supplemental and Amendatory Loan SUKHPREET KAUR 2026.07.15 11:36 I attest to the accuracy and integrity of this document chandigarh CRM-M-8093-2023 ::15:: Agreement dated 17.09.2016 and Exhibit' D 2" is the Demand Promissory Note dated 20 09 2016. 6. Be that as it may, the Complainant states that the sanctioned/renewed credit facilities were duly availed and utilized by the Accused without any demur. The Complainant further states that after availing the aforementioned credit facilities, Accused No. 1 failed to maintain the account with Complainant Bank in the manner agreed to and defaulted in making timely repayments. 7. Thus, owing to the failure on the part of Accused(s) to repay the outstanding dues on time, thereby willfully defaulting in the same, Complainant was constrained to classify the account of the Accused No. 1 as a Non- Performing Asset on 27.03.2018 in accordance with the guidelines issued by the Reserve Bank of India from time to time. 8. That, complainant states that despite various oral and written requests, the Accused failed to regularize and maintain the account. It is submitted that Accused Company did not pay any heed to the requests and reminders of the Complainant and willfully neglected discharging their obligations thereby depriving the Complainant its legitimate dues." (Emphasis supplied) XXXX XXXX XXXX 34. What is important to note is that the repetition of the exact words of the Section in the same order, like a mantra or a magic incantation is not the mandate of the law. What is mandated is that the complaint should spell out that the accused sought to be arrayed falls within the parameters of section 141(1) of the NI Act. Only then could vicarious liability be inferred against the said accused, so as to proceed to trial. Substance will prevail over form. 35. Strong reliance is placed on Siby Thomas (supra) by learned counsel for the respondent No.2 to contend that in the absence of the words "was in charge of", the present case against respondent No.2 cannot be proceeded. We are unable to SUKHPREET KAUR 2026.07.15 11:36 I attest to the accuracy and integrity of this document chandigarh CRM-M-8093-2023 ::16:: countenance the said submission. This Court, in Siby Thomas (supra), on facts, found that on an overall reading of the complaint it did not disclose any clear and specific role to the appellant-accused therein. It was further held that what was averred was only that the accused being partners are responsible for the day-to-day conduct of business of the company. This is vastly different from the averments in the present case as discussed herein-above. In this case, it is clearly averred that the respondent No.2 along with the accused Nos. 3 and 4 being directors were responsible for its day-to-day affairs, management and working of accused No.1 - Company. Hence, the judgment in Siby Thomas (supra) can be of no help to the respondent No.2 as the case turned on its own facts. 36. The other aspect of the matter canvassed by the learned counsel for the respondent No.2 is that not only are the basic averments as enshrined in Section141 to be mandatorily incorporated but also the specific role be attributed to the persons who are mere directors or employees of the company. We are unable to agree with the submission of the learned counsel. 37. Recently, this Court in S.P. Mani and Mohan Dairy v. Dr. Snehalatha Elangovan, (2023) 10 SCC 685, after reiterating the principle that it was not necessary to reproduce the language of Section 141 verbatim in the complaint further reiterated the holding in K.K.Ahuja v. V.K. Vora and Another, (2009) 10 SCC 48. In K.K. Ahuja (supra), it was held that insofar as the director was concerned, an averment in the complaint that he was in charge of, and was responsible to the company, for the conduct of the business of the company was enough and no further averment was necessary though some particulars will be desirable. Thereafter, this Court in S.P. Mani (supra), in para 58.2 of the judgment concluded as under:- "58.2. The complainant is supposed to know only generally as to who were in charge of the affairs of the company or firm, as the case may be. The other administrative matters would be within the special knowledge of the company or the firm and those who are in charge of it. In such circumstances, the complainant is expected to allege that the persons named in the complaint are in charge of the affairs of the SUKHPREET KAUR 2026.07.15 11:36 I attest to the accuracy and integrity of this document chandigarh CRM-M-8093-2023 ::17:: company/firm. It is only the Directors of the company or the partners of the firm, as the case may be, who have the special knowledge about the role they had played in the company or the partners in a firm to show before the Court that at the relevant point of time they were not in charge of the affairs of the company. Advertence to Sections 138 and Section 141, respectively, of the NI Act shows that on the other elements of an offence under Section 138 being satisfied, the burden is on the Board of Directors or the officers in charge of the affairs of the company/partners of a firm to show that they were not liable to be convicted. The existence of any special circumstance that makes them not liable is something that is peculiarly within their knowledge and it is for them to establish at the trial to show that at the relevant time they were not in charge of the affairs of the company or the firm." 38. As was rightly held therein, the administrative role of each director would be within the special knowledge of the company or the director of the firm and it is for them to establish that they were not in charge of the affairs of the company. In view of this, the contention of the learned counsel for the respondent No.2 that the specific role attributed to the directors should be set out in the complaint does not merit acceptance. Reliance has been placed on National Small Industries Corporation Limited v. Harmeet Singh Paintal and Another, (2010) 3 SCC 330 by the learned counsel for the respondent No.2 in support of the proposition canvassed. We are unable to countenance the said submission. If the learned counsel by the said submission seeks to contend that the complainant in a Section 138 complaint is obliged to plead administrative matters which are especially within the knowledge of the company and the directors, then he is completely wrong in the understanding of the ingredients of Section 141. As held in K.K. Ahuja (supra) and reiterated in S.P. Mani (supra), the complainant is supposed to know only generally as to who are in charge of the affairs of the company. Harmeet Singh Paintal (supra) when it holds in para 22 that: "further, in order to fasten the vicarious liability in accordance with Section 141, the averment as to the role of the Directors concerned should be specific. The description should be clear and there should be some unambiguous allegations as how the Directors concerned were alleged to be in charge of and were responsible for the conduct of the affairs of the company" SUKHPREET KAUR 2026.07.15 11:36 I attest to the accuracy and integrity of this document chandigarh CRM-M-8093-2023 ::18:: should be understood to only mean vis-a-vis the transaction concerning the issue of the cheque, in question, which are within the knowledge of the complainant. K.K. Ahuja (supra) where it holds that: "in the case of a Director, secretary or manager [as defined in Section 2(24) of the Companies Act] or a person referred to in clauses (e) and (f) of Section 5 of the Companies Act, an averment in the complaint that he was in charge of, and was responsible to the company, for the conduct of the business of the company is necessary to bring the case under Section 141(1) of the Act. No further averment would be necessary in the complaint, though some particulars will be desirable. They can also be made liable under Section 141(2) by making necessary averments relating to consent and connivance or negligence, in the complaint, to bring the matter under that sub-section" sets out the correct legal position. A harmonious reading of the judgments in K.K. Ahuja (supra), Harmeet Singh Paintal (supra) and S.P. Mani (supra) brings out the position that there is no obligation on the complainant to plead in the complaint as to matters within the special knowledge of the company or the directors or firm about the specific role attributed to them in the company. 39. Applying the said legal position to the facts of the present case, it is found that the averments in the complaint set out herein above against the respondent No.2 - Mrs. Ranjana Sharma fulfill the requirement of section 141(1) of the NI Act, and this is not a case where trial against her can be aborted by quashment of proceedings. The High Court was completely unjustified in quashing the proceedings against her. In Shivappa Reddy (supra), the Hon’ble Supreme Court held as under:- 8. On considering the submissions made by the Counsel for the parties. It is apparent that the plea of the Respondent, as has been accepted by the High Court vide impugned order, regarding his claim of not being a partner of the Partnership SUKHPREET KAUR 2026.07.15 11:36 I attest to the accuracy and integrity of this document chandigarh CRM-M-8093-2023 ::19:: Firm (Accused No.1), in whose name and on whose behalf the cheques have been issued, signed by S. Yuvaraju (Accused No.2), an authorized signatory, does not in any manner, foist liability upon the Respondent herein needs to be tested on the anvil of the pleadings and the Statutory requirements. 9. Since the Partnership Firm (Accused No.1) is a Firm registered with the Registrars of Firms, the provisions of the Partnership Act need to be referred to. A perusal of section 72 of the Partnership Act would show that notice of retirement must be given to the Registrar of Firms under Section 63 and by publication in the Official Gazette, and in at least one vernacular newspaper circulated in the district where the Firm to which it relates has its place or principal place of business, such notice needs to be published. This should relate to the retirement of a partner, which includes admission, expulsion, or resignation from the Firm in any manner that is including or excluding a partner in a partnership Firm. section 32 of the Partnership Act deals with the retirement of a partner. In addition, section 62 of the Partnership Act deals with the information to be submitted with regard to the change in the names and addresses of the partners to the Registrar of Firms. What, therefore, is mandated under the Statute is that if any registered Firm intends to include or exclude by way of resignation, expulsion or addition of any partner in the Firm, an intimation to the said effect has to be forwarded and conveyed to the Registrar of Firms. As per Section 63, the Registrar shall make a record of the notice in the entry relating to the Firm in the Register of Firms and shall file a notice along with a statement relating to the Firm as provided for under section 59 of the Partnership Act. SUKHPREET KAUR 2026.07.15 11:36 I attest to the accuracy and integrity of this document chandigarh CRM-M-8093-2023 ::20:: 10. None of these requirements as provided and mandated for under the Statute, have been adhered to by Respondent No.1. Merely putting forth a resignation or the partners entering into an agreement or drafting a deed or/and accepting the resignation of a partner of the Firm is insufficient for discharging the liability of a partner of the Firm unless a proper entry to the said effect after the publication has been given effect to with the same, having been recorded in the Register of Firms in the office of the Registrar of Firms as provided for in section 63 of Partnership Act. 11. Further, simply because the cheques were signed by S. Yuvaraju (Accused No.2), who was the authorized signatory of the Partnership Firm (Accused No.1), does not discharge the liability of the Respondent. This is especially so when in the complaint filed under Section 200 of the CrPC by the Appellant, a categorical averment is made that the Respondent along with the other two partners of the Partnership Firm (Accused No.1) is involved in day-to-day affairs of the said Firm. In the complaint, it has clearly been pleaded that the Respondent- Accused No.4 was present at the residence of Accused No.2 when the cheques were signed. Further allegations are there to the effect that Accused No.3 and Respondent Accused No.4 had stated that they would ensure that the money is repaid. These facts collectively demonstrate that the requirements under Section 141 of the NI Act have been satisfied. Therefore, the Respondent cannot escape from the liability concerning the cheques which were issued by the Respondent. 12. The findings, therefore, with regard to the Respondent being no longer a partner of Partnership Firm (Accused No. 1) on the date of the issuance of the cheques is unsustainable, as it is contrary to the mandate of the Statute and prima facie the factual aspect. SUKHPREET KAUR 2026.07.15 11:36 I attest to the accuracy and integrity of this document chandigarh CRM-M-8093-2023 ::21:: 13. All these aspects are mixed questions of fact and law touching on the anvil of disputed questions calling for proof by way of evidence, which cannot be gone into and decided in a proceeding under Section 482 CrPC. Such matters require the parties to lead evidence as per their respective stands, and hence, calling for no interference by the High Court. Without further going into the details of the pleadings relatable to the facts, we are of the view that High Court has erred in law by exceeding its jurisdiction while exercising its powers under Section 482 CrPC. 11. A perusal of the aforementioned judgments in S.P. Mani (supra), HDFC Bank Limited (supra) and Shivappa Reddy (supra) would establish beyond doubt that once necessary averments regarding the role of the individuals of a company/partnership are made in the statutory notice issued by the complainant and the same averments have been reiterated in the complaint, then, the process must ordinarily be issued against the directors or partners unless the concerned director/partner is able to establish beyond doubt that either he had resigned from the company/partnership or that he had absolutely no role to play in the affairs of the company. For the said purpose, if any, statutory compliance is to be made under the Partnership Act/Companies Act to establish date of appointment/resignation/cessation, then, the same must be made. 12. Coming back to the facts of the present case, a perusal of Paras 3 and 5 of the complaint would prima facie establish the culpability of the petitioners as clear and categoric averments have been made against the SUKHPREET KAUR 2026.07.15 11:36 I attest to the accuracy and integrity of this document chandigarh CRM-M-8093-2023 ::22:: petitioners as well. The judgment in Siby Thomas (supra) has been discussed and distinguished in HDFC Bank Limited (supra).. 13. Further, the petitioners have attempted to mislead this Court by arguing that they have resigned from the company on 26.06.2019. No doubt, the date of cessation of directorship in Form No.DIR 12 is mentioned as 26.06.2019. However, the said Form itself was uploaded on the portal only on 21.10.2020 much after the cheques had been issued in June, 2019. Meaning thereby that the statutory compliance of the cessation/resignation in terms of Shivappa Reddy (supra) was made much after the issuance of the cheques. 14. Further, the same very grounds raised in the present petition have been raised in two earlier petitions i.e. CRM-M-914-2022 and CRM- M-911-2022 which have been argued at length and withdrawn by the petitioners vide separate orders dated 17.11.2023 (Annexures A-1 and A-2 respectively). 15. Keeping in view the facts and circumstances of the case, I find no merit in the present petition and the same stands dismissed. 16. The pending application(s), if any, shall stand disposed of accordingly. July 14, 2026 ( JASJIT SINGH BEDI) sukhpreet JUDGE Whether speaking/reasoned : Yes/No Whether reportable : Yes/No SUKHPREET KAUR 2026.07.15 11:36 I attest to the accuracy and integrity of this document chandigarh