- 1 - NC: 2025:KHC:17916 CRL.RP No. 228 of 2025 C/W CRL.RP No.230 of 2025 AND 3 OTHERS IN THE HIGH COURT OF KARNATAKA AT BENGALURU DATED THIS THE 29TH DAY OF APRIL, 2025 BEFORE THE HON'BLE MS JUSTICE J.M.KHAZI CRIMINAL REVISION PETITION NO. 228 OF 2025 (397(Cr.PC) / 438(BNSS)) C/W CRIMINAL REVISION PETITION NO.230/2025, CRIMINAL REVISION PETITION NO.231/2025, CRIMINAL REVISION PETITION NO.233/2025, CRIMINAL REVISION PETITION NO.234/2025 IN CRL.RP NO.228/2025 BETWEEN: TECH STEEL PRODUCTS LIMITED A COMPANY INCORPORATED AND REGISTERED UNDER THE PROVISIONS OF THE COMPANIES ACT 1956, HAVING ITS OFFICE AT NO.671, NAGAWARA, THANISANDRA MAIN ROAD B S R K NAGAR POST, BENGALURU-560077 REPRESENTED BY ITS DIRECTOR MRS MUBEENA …PETITIONER (BY SRI. SIVARAMA KRISHNANAN & SRI.M SIVA SANKARAN, ADVOCATES) AND: GHOUSIA FOOD PRODUCTS PVT LTD A COMPANY INCORPORATED AND REGISTERED UNDER THE PROVISIONS OF THE COMPANIES ACT 1956, HAVING ITS OFFICE AT NO.14 BERLIE STREET, LANGFORD TOWN, Digitally signed by REKHA R Location: High Court of Karnataka - 2 - NC: 2025:KHC:17916 CRL.RP No. 228 of 2025 C/W CRL.RP No.230 of 2025 AND 3 OTHERS SHANTINAGAR, BENGALURU-560025 REPRESENTED BY ITS AUTHORIZED SIGNATORY …RESPONDENT (BY SRI. REGO L P E, ADVOCATE) THIS CRL.RP IS FILED U/S 397 R/W 401 CR.PC (FILED U/S 438 R/W 442 BNSS) BY THE ADVOCATE FOR THE PETITIONER PRAYING TO SET ASIDE AND QUASH THE FINAL ORDER AND JUDGMENT DATED 07.01.2025 (ANNEXURE-A) PASSED IN CRL.A.NO.826/2023 PASSED BY THE LEARNED LXVII ADDL.CITY CIVIL AND SESSIONS JUDGE, BENGALURU CITY (CCH-68) AND CONSEQUENTLY RESTORE THE FINAL ORDER AND JUDGMENT DATED 03.06.2023 (ANNEXURE-B) PASSED IN C.C.NO.8419/2021 BY THE LEARNED XIV ADDL.S.C.J AND A.C.M.M BENGALURU CITY (SCCH-10) AND ETC., IN CRL.RP NO.230/2025 BETWEEN: TECH STEEL PRODUCTS LIMITED A COMPANY INCORPORATED AND REGISTERED UNDER THE PROVISIONS OF THE COMPANIES ACT 1956, HAVING ITS OFFICE AT NO.671, NAGAWARA, THANISANDRA MAIN ROAD B S R K NAGAR POST, BENGALURU-560077 REPRESENTED BY ITS DIRECTOR MRS MUBEENA …PETITIONER (BY SRI. SIVARAMA KRISHNANAN & SRI.M SIVA SANKARAN, ADVOCATES) AND: SYED SALAHUDDIN AGA AGED ABOUT 71 YEARS, - 3 - NC: 2025:KHC:17916 CRL.RP No. 228 of 2025 C/W CRL.RP No.230 of 2025 AND 3 OTHERS S/O AGA, R/AT FLAT NO.201, VISTA BERLIE APARTMENT, BERLIE STREET, LANGFORD ROAD, SHANTINAGAR, BENGALURU-560025. …RESPONDENT (BY SRI. REGO L P E, ADVOCATE) THIS CRL.RP IS FILED U/S 397 R/W 401 CR.PC (FILED U/S 438 R/W 442 BNSS) BY THE ADVOCATE FOR THE PETITIONER PRAYING TO SET ASIDE AND QUASH THE FINAL ORDER AND JUDGMENT DATED 07.01.2025 (ANNEXURE-A) PASSED IN CRL.A.NO.828/2023 PASSED BY THE LEARNED LXVII ADDL.CITY CIVIL AND SESSIONS JUDGE, BENGALURU CITY (CCH-68) AND CONSEQUENTLY RESTORE THE FINAL ORDER AND JUDGMENT DATED 03.06.2023 (ANNEXURE-B) PASSED IN C.C.NO.8421/2021 BY THE LEARNED XIV ADDL.S.C.J AND A.C.M.M BENGALURU CITY (SCCH-10) AND ETC., IN CRL.RP NO.231/2025 BETWEEN: TECH STEEL PRODUCTS LIMITED A COMPANY INCORPORATED AND REGISTERED UNDER THE PROVISIONS OF THE COMPANIES ACT 1956, HAVING ITS OFFICE AT NO.671, NAGAWARA, THANISANDRA MAIN ROAD B S R K NAGAR POST, BENGALURU-560077 REPRESENTED BY ITS DIRECTOR MRS MUBEENA …PETITIONER (BY SRI. SIVARAMA KRISHNANAN & SRI.M SIVA SANKARAN, ADVOCATES) - 4 - NC: 2025:KHC:17916 CRL.RP No. 228 of 2025 C/W CRL.RP No.230 of 2025 AND 3 OTHERS AND: GHOUSIA FOOD PRODUCTS PVT LTD A COMPANY INCORPORATED AND REGISTERED UNDER THE PROVISIONS OF THE COMPANIES ACT 1956, HAVING ITS OFFICE AT NO.14 BERLIE STREET, LANGFORD TOWN, SHANTINAGAR, BENGALURU-560025 REPRESENTED BY ITS AUTHORIZED SIGNATORY …RESPONDENT (BY SRI. REGO L P E, ADVOCATE) THIS CRL.RP IS FILED U/S 397 R/W 401 CR.PC (FILED U/S 438 R/W 442 BNSS) BY THE ADVOCATE FOR THE PETITIONER PRAYING TO SET ASIDE AND QUASH THE FINAL ORDER AND JUDGMENT DATED 07.01.2025 (ANNEXURE-A) PASSED IN CRL.A.NO.824/2023 PASSED BY THE LEARNED LXVII ADDL.CITY CIVIL AND SESSIONS JUDGE, BENGALURU CITY (CCH-68) AND CONSEQUENTLY RESTORE THE FINAL ORDER AND JUDGMENT DATED 03.06.2023 (ANNEXURE-B) PASSED IN C.C.NO.8417/2021 BY THE LEARNED XIV ADDL.S.C.J AND A.C.M.M BENGALURU CITY (SCCH-10) AND ETC., IN CRL.RP NO.233/2025 BETWEEN: TECH STEEL PRODUCTS LIMITED A COMPANY INCORPORATED AND REGISTERED UNDER THE PROVISIONS OF THE COMPANIES ACT 1956, HAVING ITS OFFICE AT NO.671, NAGAWARA, THANISANDRA MAIN ROAD B S R K NAGAR POST, BENGALURU-560077 REPRESENTED BY ITS DIRECTOR MRS MUBEENA …PETITIONER (BY SRI. SIVARAMA KRISHNANAN & SRI.M SIVA SANKARAN, ADVOCATES) - 5 - NC: 2025:KHC:17916 CRL.RP No. 228 of 2025 C/W CRL.RP No.230 of 2025 AND 3 OTHERS AND: GHOUSIA FOOD PRODUCTS PVT LTD A COMPANY INCORPORATED AND REGISTERED UNDER THE PROVISIONS OF THE COMPANIES ACT 1956, HAVING ITS OFFICE AT NO.14 BERLIE STREET, LANGFORD TOWN, SHANTINAGAR, BENGALURU-560025 REPRESENTED BY ITS AUTHORIZED SIGNATORY …RESPONDENT (BY SRI. REGO L P E, ADVOCATE) THIS CRL.RP IS FILED U/S 397 R/W 401 CR.PC (FILED U/S 438 R/W 442 BNSS) BY THE ADVOCATE FOR THE PETITIONER PRAYING TO SET ASIDE AND QUASH THE FINAL ORDER AND JUDGMENT DATED 07.01.2025 (ANNEXURE-A) PASSED IN CRL.A.NO.827/2023 PASSED BY THE LEARNED LXVII ADDL.CITY CIVIL AND SESSIONS JUDGE, BENGALURU CITY (CCH-68) AND CONSEQUENTLY RESTORE THE FINAL ORDER AND JUDGMENT DATED 03.06.2023 (ANNEXURE-B) PASSED IN C.C.NO.8420/2021 BY THE LEARNED XIV ADDL.S.C.J AND A.C.M.M BENGALURU CITY (SCCH-10) AND ETC., IN CRL.RP NO.234/2025 BETWEEN: TECH STEEL PRODUCTS LIMITED A COMPANY INCORPORATED AND REGISTERED UNDER THE PROVISIONS OF THE COMPANIES ACT 1956, HAVING ITS OFFICE AT NO.671, NAGAWARA, THANISANDRA MAIN ROAD B S R K NAGAR POST, BENGALURU-560077 REPRESENTED BY ITS DIRECTOR MRS MUBEENA …PETITIONER (BY SRI. SIVARAMA KRISHNANAN & SRI.M SIVA SANKARAN, ADVOCATES) - 6 - NC: 2025:KHC:17916 CRL.RP No. 228 of 2025 C/W CRL.RP No.230 of 2025 AND 3 OTHERS AND: GHOUSIA FOOD PRODUCTS PVT LTD A COMPANY INCORPORATED AND REGISTERED UNDER THE PROVISIONS OF THE COMPANIES ACT 1956, HAVING ITS OFFICE AT NO.14 BERLIE STREET, LANGFORD TOWN, SHANTINAGAR, BENGALURU-560025 REPRESENTED BY ITS AUTHORIZED SIGNATORY …RESPONDENT (BY SRI. REGO L P E, ADVOCATE) THIS CRL.RP IS FILED U/S 397 R/W 401 CR.PC (FILED U/S 438 R/W 442 BNSS) BY THE ADVOCATE FOR THE PETITIONER PRAYING TO SET ASIDE AND QUASH THE FINAL ORDER AND JUDGMENT DATED 07.01.2025 (ANNEXURE-A) PASSED IN CRL.A.NO.825/2023 PASSED BY THE LEARNED LXVII ADDL.CITY CIVIL AND SESSIONS JUDGE, BENGALURU CITY (CCH-68) AND CONSEQUENTLY RESTORE THE FINAL ORDER AND JUDGMENT DATED 03.06.2023 (ANNEXURE-B) PASSED IN C.C.NO.8418/2021 BY THE LEARNED XIV ADDL.S.C.J AND A.C.M.M BENGALURU CITY (SCCH-10) AND ETC., THESE PETITIONS, COMING ON FOR ADMISSION, THIS DAY, ORDER WAS MADE THEREIN AS UNDER: CORAM: HON'BLE MS JUSTICE J.M.KHAZI ORAL ORDER In these petitions filed under Section 397 r/w 401 Cr.P.C, petitioners who are complainants before the trial Court, have challenged the judgment and order passed by the Sessions Court, whereby it allowed the appeals filed by - 7 - NC: 2025:KHC:17916 CRL.RP No. 228 of 2025 C/W CRL.RP No.230 of 2025 AND 3 OTHERS the accused, challenging his conviction and sentence for the offence punishable under Section 138 of Negotiable Instruments Act (for short 'N.I Act') and remanded all the complaints to the trial Court with a direction to decide the same in accordance with law. 2. For the sake of convenience, parties are referred to by their ranks before the trial Court. 3. In all this petitions, complainant and accused are common and the case put forth by the complainant and the defence taken by the accused is common. Therefore, these cases are clubbed together and disposed of by a common order. 4. Complainant, which is a company represented by it's Director filed 5 separate complaints against the accused represented by its authorised signatory, alleging offence punishable under Section 138 of N.I Act. - 8 - NC: 2025:KHC:17916 CRL.RP No. 228 of 2025 C/W CRL.RP No.230 of 2025 AND 3 OTHERS 5. In Crl.RP.Nos.228/2025, 230/2025 and 231/2025, it is contended by the complainant that towards repayment of loan of ₹1,00,00,000/- each taken by the accused company, cheques of different dates were issued duly signed by the authorised signatory Syed Misbah Aga. Similarly, in Crl.RP.Nos.233/2025, it is contended by the complainant, that cheque dated 06.07.2021 for ₹95,48,192/- was issued by the authorised signatory, with regard to the amount due in respect of supply of steel barrels by the complainant to accused company. So far as Crl.RP.No.234/2025 is concerned, it is the case of complainant that accused has taken hand loan of ₹50 lakhs through two cheques dated 04.07.2019 for a sum of ₹25 lakhs each and towards repayment of the same issued cheque dated 01.07.2021, for ₹50 lakhs. However, when these cheques were presented for realization, they were dishonoured as they exceeds arrangements. Therefore, complainant got issued legal notice and it is duly served on - 9 - NC: 2025:KHC:17916 CRL.RP No. 228 of 2025 C/W CRL.RP No.230 of 2025 AND 3 OTHERS the accused. However, he has neither paid the amount due nor sent any reply and hence the complaint. 6. After due service of summons, the accused appeared and pleaded not guilty. He has taken up a defence that there are three more Directors in the company, who are in charge and responsible for the conduct of the business. The cheques were not issued towards repayment of any dues to complainant. They were issued to one Yusuf Ahmed by way of security. There is material alteration in the cheques. The legal notice is not served on the accused. 7. In all the cases, PW-1 is examined and documents were marked for the complainant. 8. During the course of his statement under Section 313 Cr.P.C, the accused has denied the incriminating evidence led by the complainant. 9. Accused has also given evidence as DW-1, but no documents are marked on behalf of the accused. - 10 - NC: 2025:KHC:17916 CRL.RP No. 228 of 2025 C/W CRL.RP No.230 of 2025 AND 3 OTHERS 10. The trial Court convicted the accused and sentenced him to undergo imprisonment and also to pay fine and awarded compensation out of the fine amount recovered. 11. Aggrieved by the same, the accused approached the Sessions Court by contending that the impugned judgment and order is based on surmises and presumptions and not supported by any material evidence. All the Directors of the accused company are not made accused and therefore complaint is not maintainable. As admitted by the complainant, the accused company is closed after 2021. The trial Court has also failed to appreciate the defence of the accused. The cheques were issued to one Yusuf Ahmed and after his demise, they have been misused by the complainant. During the cross-examination of PW-1, her witness i.e., PW-2 was present in the Court and therefore his evidence is liable to be discarded. PW-2 was not authorised by the complainant to give evidence there is - 11 - NC: 2025:KHC:17916 CRL.RP No. 228 of 2025 C/W CRL.RP No.230 of 2025 AND 3 OTHERS material alteration in the cheques. The quantum of compensation ordered is arbitrary. 12. Vide the impugned judgment and order, the Sessions Court has remanded to the trial court to enable the accused to lead evidence to establish that he is only a puppet in the hands of other directors and he should be given an opportunity. 13. Aggrieved by the same, the complainant is before this Court contending that the impugned order is cryptic, laconic, non-speaking and unreasoned. There is no application of mind and it is contrary to the cardinal principles of criminal jurisprudence. In the light of the proof of ingredients of Section 138 of N.I Act by the complainant, it does not warrant any interference by the Appellate Court. The Appellate Court has exceeded its jurisdiction by approbating and reprobating the evidence produced by the parties. The order of the trial Court does not suffer from any illegality or irregularity warranting interference or remand. - 12 - NC: 2025:KHC:17916 CRL.RP No. 228 of 2025 C/W CRL.RP No.230 of 2025 AND 3 OTHERS The accused neither in the pleadings nor in the oral arguments requested for remand and re-trial. Remand cannot be granted to cure the omissions, lacuna, defects of the accused and improve his case. Retrial shall be last resort when it is so desperately indispensable and to avoid a failure of justice. In fact, accused has not produced any additional documents, warranting additional evidence and hence the petitions. 14. Heard arguments and perused the record. 15. It is not in dispute that there were business and other transaction between the complainant and accused. It is also not in dispute that Syed Misbah Aga is the authorised signatory to the accused company and the cheques in question bear in his signature, in his capacity as the authorised signatory. It is also not in dispute that when presented the cheques are dishonoured for exceeding the arrangement. It is also not in dispute that after receiving legal notice and on failure of the accused to comply with the - 13 - NC: 2025:KHC:17916 CRL.RP No. 228 of 2025 C/W CRL.RP No.230 of 2025 AND 3 OTHERS same, complaint came to be filed. In the light of the same presumption under Section 139 of the N.I Act comes into picture, placing the initial burden on the accused to prove that the cheques are not issued towards repayment of any legally recoverable debt or liability and to establish the circumstances in which the cheques have reached the hands of complainant. 16. Relying upon the provisions of Section 141, the accused has taken a specific defence that in the absence of other directors, complaint is not maintainable. Section 141 of N.I Act deals with offences by the companies. The plain reading of this provision makes it evident that when the offences under the provisions of N.I Act are committed by a company, then not only the company, but also the person who was in charge of and responsible to the company for the conduct of its business shall be deemed to be guilty of the offence and shall be liable to be proceeded against and punished. Having regard to the fact that a company and the firm being legal entity cannot act on its own vicarious - 14 - NC: 2025:KHC:17916 CRL.RP No. 228 of 2025 C/W CRL.RP No.230 of 2025 AND 3 OTHERS liability is attributed to those persons who are in charge of and responsible for the conduct of its business, when the offence was committed and they are made punishable along with the company. 17. However, the first proviso exempt such person from the criminal liability, if he is able to establish that the offence was committed without his knowledge or that he had exercised all due diligence to prevent the commission of such offence. 18. Similarly, the second proviso exempt the Directors of the State or Central Government companies and also financial corporations, etc from the criminal liability who are nominated directors by virtue of their holding the office. 19. At the same time, sub-section (2) of Section 141 make even those Director, Manager, Secretary or other Officers of the company who were not in charge and responsible for the conduct of the business, but with whose - 15 - NC: 2025:KHC:17916 CRL.RP No. 228 of 2025 C/W CRL.RP No.230 of 2025 AND 3 OTHERS consent or connivance or negligence, the offence was committed. The burden is on the complainant to prove that all such persons are responsible, despite the fact that they were not in charge and responsible for the conduct of the business at the relevant point of time when the offence was committed. 20. On the dishonour of cheque, as per Section 138(b) of N.I Act, within 30 days of the receipt of intimation from the bank, the complainant is required to issue legal notice to the drawer of the cheque to make payment within 15 days of the service of notice. On failure of the drawer of the cheque to make payment, he is made liable to be punished under Section 138 of the N.I Act. As per Section 141, in addition to the company, all those persons who at the time when the offence was committed, were in charge of and responsible for conduct of the business are made liable. At the same time, if the complainant is able to establish that the offence was committed with the consent or connivance - 16 - NC: 2025:KHC:17916 CRL.RP No. 228 of 2025 C/W CRL.RP No.230 of 2025 AND 3 OTHERS or negligence attributable to any Director, Manager, Secretary or other Officers of the company who are not in charge and responsible for the conduct of the business, then they are also made liable. 21. In fact, in SMS Pharmaceuticals Vs. Neeta Bhalla (FB) (SMS Pharmaceuticals)1, the Hon'ble Supreme Court held that a signatory to the cheque is clearly responsible for the incriminating act and will be covered under Section 141(2) of N.I Act. It also held that Managing Director and Joint Managing Director are liable since by virtue of the office held by them, they are in charge and responsible for the conduct of the business of the company and no specific averments are required to that effect. However, in case of other Directors and Officers of the company, there should be specific pleadings that they are in charge and responsible for the business of the company and in case where the complainant alleged that the offences committed with the 1 (2005) 8 SCC 89 - 17 - NC: 2025:KHC:17916 CRL.RP No. 228 of 2025 C/W CRL.RP No.230 of 2025 AND 3 OTHERS consent of other Directors or Officers, etc or negligence is attributed to them. 22. However, the plain reading of Section 141 clearly indicates that it only states as to who are all liable when the offences was committed by a company or firm. However, it does not mandate that all the persons who are liable, to be arraigned as accused. When in addition to the signatory to the cheque, the other Directors are arraigned as accused and it is established that they are also liable, the complainant may have an additional support to his case. However, if in addition to the authorised signatory, the complainant failed to arraign any other persons, who has committed the offence, it is at his risk and in the event of complaint being dismissed, he may not have any other option open to proceed against those persons who are left out. In the present case, as the authorised signatory to the cheques in question, the Syed Misbah Aga is liable. Of course, he is at liberty to establish all the defences taken by him. Merely because the complainant has not arraigned - 18 - NC: 2025:KHC:17916 CRL.RP No. 228 of 2025 C/W CRL.RP No.230 of 2025 AND 3 OTHERS other Directors of the company is not a ground to throw out the case of the complainant. 23. As rightly argued by the counsel for complainant that before the Sessions Court, the authorised signatory has not pleaded that reasonable opportunity was not provided to him to prove his defence. He has also not sought for production of additional evidence and he has not at all sought for remand of the case. Such being the case, the Sessions Court was not justified in setting aside the judgment and order and remand the case for fresh disposal. When the accused has not sought remand, the Sessions Court has exceeded its power in granting the said relief. In the light of the grounds urged by the accused, the Sessions Court is required to examine the judgment and order of the trial Court and decide whether the defence taken by the accused is tenable and in the light of the same whether the judgment and order of the trial Court is sustainable. However, the Sessions Court has exceeded its powers and - 19 - NC: 2025:KHC:17916 CRL.RP No. 228 of 2025 C/W CRL.RP No.230 of 2025 AND 3 OTHERS decided to remand the case. Therefore, it is perverse and require interference by this Court in exercise its revisionary jurisdiction. In the result the petitions succeed and accordingly the following: ORDER (i) Petitions filed by the complainant under Section 397 r/w 401 Cr.P.C are allowed. (ii) The impugned judgments and orders dated 03.06.2023 in C.C.Nos.8419/2021, 8421/2021, 8417/2021, 8420/2021 and 8418/2021 on the file of XIV Addl.SCJ and ACMM, Member and MACT (SCCH-10) and judgments and orders dated 07.01.2025 in Crl.A.Nos.826/2023, 828/2023, 824/2023, 827/2023 and 825/2023 on the file of LXVII Addl. City Civil and Sessions Judge, Bengaluru (CH-68) are set aside. (iii) Crl.A.Nos.826/2023, 828/2023, 824/2023, 827/2023 and 825/2023 are restored to file. - 20 - NC: 2025:KHC:17916 CRL.RP No. 228 of 2025 C/W CRL.RP No.230 of 2025 AND 3 OTHERS (iv) Matters are remanded to the Sessions Court to decide these appeals in accordance with law. (v) Both parties and their respective counsel are directed to appear before the Sessions Court on 04.06.2025 and proceed with the matter without seeking unnecessary adjournments. Sd/- (J.M.KHAZI) JUDGE RR List No.: 1 Sl No.: 47