$~78 * IN THE HIGH COURT OF DELHI AT NEW DELHI # CNR No. DLHC010380742026 + CRL.M.C. 6019/2026 JYOTSNA MALIK .....Petitioner Through: Mr. Ankit Kumar, Adv. versus STATE OF NCT OF DELHI & ANR .....Respondents Through: Ms. Richa Dhawan, APP CORAM: HON'BLE MS. JUSTICE MADHU JAIN O R D E R % 17.08.2026 1. This hearing has been done through hybrid mode. CRL.M.A. 25112/2026 2. Allowed subject to all just exceptions. The application stands disposed of. CRL.M.C. 6019/2026 & CRL.M.A. 25111/2026 3. The present petition has been filed by the petitioner under Section 528 of the Bharatiya Nagarik Suraksha Sanhita, 2023 (hereinafter referred to as the ‘BNSS’) corresponding to Section 482 of the Code of Criminal Procedure, 1973 (hereinafter referred to as the ‘Cr.P.C.’) read with Article 227 of the Constitution of India, seeking quashing of Complaint Case No. 1735/2023 titled Seema Seth v. Shakti Consulting & Solution Pvt. Ltd. & Ors., the summoning order dated 06.06.2025 passed by the learned Judicial Magistrate First Class (NI Act), Digital Court-2, North District, Rohini Courts, Delhi, This is a digitally signed order. The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 19/08/2026 at 11:58:52 and all consequential proceedings arising therefrom, qua the petitioner. The complaint has been instituted under Section 138 read with Section 141 of the Negotiable Instruments Act, 1881 (hereinafter referred to as the ‘NI Act’). 4. Briefly stated, Shakti Consulting & Solution Pvt. Ltd. was incorporated on 12.11.2007 and the petitioner was inducted as a Director thereof. As per the petitioner, she is a homemaker and was a non-executive Director having no role in the operational, financial or day-to-day management of the company. The petitioner was removed as a Director on 10.10.2019, was subsequently appointed as an Additional Director on 12.10.2019 and finally stepped down on 25.03.2024. 5. As per the complaint, Late Sh. Rajnish Malik, husband of the petitioner and accused no.2 before the learned Trial Court, along with the petitioner, had approached respondent no.2/complainant seeking financial assistance by way of a friendly loan for business purposes. It is alleged that respondent no.2 advanced a total sum of Rs.34,52,000/- to the accused persons, out of which Rs.10,00,000/- was repaid, leaving an alleged outstanding amount of Rs.24,52,000/-. 6. Towards discharge of the alleged liability, three cheques bearing Nos. 0000756052, 0000756053 and 0000756054 dated 28.04.2023 for amounts of Rs.8,00,000/-, Rs.7,00,000/- and Rs.3,00,000/- respectively, totalling Rs.18,00,000/-, were issued from the bank account of the company. The said cheques were signed by Late Sh. Rajnish Malik and the petitioner was not a signatory thereto. Upon presentation, the cheques were dishonoured vide return memo dated 01.05.2023 with the remarks “Account Blocked”. Thereafter, respondent no.2 issued a legal demand notice dated 27.05.2023 and subsequently instituted the complaint under Section 138 read with Section This is a digitally signed order. The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 19/08/2026 at 11:58:52 141 of the NI Act. 7. Late Sh. Rajnish Malik, who was arrayed as accused no.2 and was the signatory to the cheques in question, expired on 28.08.2023 and the proceedings qua him stood abated. Vide impugned order dated 06.06.2025, the learned Trial Court took cognizance of the offence in Complaint Case no. 1735/2023. Aggrieved thereby, the petitioner, who is arrayed as accused no.3, has approached this Court seeking quashing of the complaint and the proceedings emanating therefrom qua her. 8. Learned counsel appearing for the petitioner submits that the prosecution under Section 138 of the NI Act can be maintained only against a person against whom a legally enforceable liability is disclosed. It is submitted that, insofar as the petitioner is concerned, the complaint contains no averment attracting vicarious liability under Section 141 of the NI Act. The alleged loan was a friendly loan stated to have been advanced for business purposes and the petitioner’s husband, who was dealing with the said transaction, has since expired. 9. It is further submitted that though the petitioner was a Director of the company, she is a homemaker and was not involved in the day-to-day affairs of the company. She was not a signatory to the cheques in question and there is no specific averment in the complaint attributing any role to her either in the alleged transaction or in the issuance of the cheques. Learned counsel places reliance upon the judgment of the Supreme Court in S.M.S. Pharmaceuticals Ltd. v. Neeta Bhalla, (2005) 8 SCC 89 to contend that mere designation as a Director does not render a person vicariously liable under Section 141 of the NI Act. It is, thus, submitted that in the absence of the essential statutory averments qua the petitioner, continuation of the This is a digitally signed order. The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 19/08/2026 at 11:58:52 proceedings against her amounts to an abuse of the process of law and the complaint, insofar as the petitioner is concerned, is liable to be quashed. 10. Heard learned counsel for the petitioner and perused the material placed on record. 11. There can be no dispute with the proposition laid down by the Supreme Court in S.M.S. Pharmaceuticals Ltd. v. Neeta Bhalla, (2005) 8 SCC 89 that mere designation as a Director is not sufficient to attract vicarious liability under Section 141 of the NI Act and the complaint must contain the requisite averments against the person sought to be proceeded against. 12. In the present case, however, the petitioner has not been arrayed as an accused merely on account of her designation as a Director. A perusal of the complaint shows that it has been specifically alleged that accused no.1/company was being managed and run by accused nos.2 and 3; that Late Sh. Rajnish Malik had started the business along with the petitioner; and that both accused Nos.2 and 3 approached the complainant seeking a friendly loan to meet their business needs and requirements. It is further alleged that on their representations, the complainant advanced a total sum of Rs.34,52,000/- , out of which Rs.10,00,000/- was repaid, leaving an outstanding amount of Rs.24,52,000/-. The complaint also alleges that the accused acknowledged their liability and thereafter three cheques aggregating to Rs.18,00,000/- were issued and handed over towards part discharge thereof. 13. In Suresh Kumar Goyal v. State of U.P., (2019) 14 SCC 318, the Supreme Court has observed that defence material can justify quashing where it is of sterling and unimpeachable quality and completely displaces the allegations against the accused. Where the defence involves disputed questions of fact requiring appreciation of evidence, the same is appropriately This is a digitally signed order. The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 19/08/2026 at 11:58:52 considered at trial. 14. In the present case, the petitioner’s submission that she is merely a homemaker and a non-executive Director having no role in the day-to-day affairs of the company, and that her husband alone dealt with the transaction, constitutes her defence and is contrary to the allegations made in the complaint. In fact, the petitioner specifically denies having approached the complainant for the friendly loan. Whether the petitioner participated in the transaction in the manner alleged by the complainant or had no concern with the affairs of the company is, therefore, a disputed question of fact requiring appreciation of evidence and cannot be determined by this Court in exercise of its inherent jurisdiction under Section 528 of the BNSS. 15. The fact that the petitioner was not a signatory to the cheques in question would also not, by itself, warrant quashing of the proceedings at this stage, particularly when the complaint attributes to her a role in the affairs of the company as well as participation in the underlying transaction. Whether the said allegations are ultimately established is a matter to be considered by the learned Trial Court on the basis of the evidence led before it. At the stage of summoning, however, the Court is required to form a prima facie opinion as to whether sufficient grounds exist for proceeding against the accused. 16. In view of the aforesaid facts and circumstances, this Court finds no ground to exercise its inherent jurisdiction under Section 528 of the BNSS for quashing the complaint or the proceedings emanating therefrom qua the petitioner. The present petition is, accordingly, dismissed. 17. Pending application(s), if any, also stand disposed of. 18. Nothing stated hereinabove shall be construed as an expression on the merits of the case. This is a digitally signed order. The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 19/08/2026 at 11:58:52 19. The order be uploaded on the website forthwith. MADHU JAIN, J AUGUST 17, 2026/Av This is a digitally signed order. The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 19/08/2026 at 11:58:52