( 2026:JHHC:9693 ) 1 Cr. M.P. No.2626 of 2025 IN THE HIGH COURT OF JHARKHAND AT RANCHI Cr.M.P. No.2626 of 2025 ------ Ajay Sagar @ Ajay Prem Sagar, aged about 63 years, son of Late Prem Sagar, resident of 22/1022, Sea Wood Estate, NRI Complex, Near Palm Beach Road, Near Delhi Public School, Sector 53/56/58 Nerul, 400706, Thane, P.O. + P.S.+District-Thane, State-Maharashtra, also a resident of Neel Sidhi Enclave, Commercial Complex Plot No.48/9, Sector 14, Vashi, P.O. + P.S.-Vashi, District Mumbai, State- Maharashtra. … Petitioner Versus 1. The State of Jharkhand 2. Rajiv Kumar Agarwal, son of Ramesh Kumar Agarwal, Resident of 9th Floor, Carnation Building, Ashiana Garden, Sonari, P.O. & P.S.- Sonari, Town-Jamshedpur, District-East Singhbhum. … Opposite Parties ------ For the Petitioner : Mr. Sourav Kumar, Advocate : Mr. Pratik Sen, Advocate For the State : Mr. Fahad Allam, Addl.P.P. For the O.P. No.2 : Mr. D.K. Karmakar, Advocate ------ P R E S E N T HON’BLE MR. JUSTICE ANIL KUMAR CHOUDHARY ( 2026:JHHC:9693 ) 2 Cr. M.P. No.2626 of 2025 I.A. No.4639 of 2026 Heard the parties. Learned counsel for the petitioner submits that this interlocutory application has been filed with the prayer for early hearing of the instant Cr.M.P. Since, the hearing of instant Cr.M.P. is taken up today, hence, this interlocutory application stands disposed of being infructuous. (Anil Kumar Choudhary, J.) Cr.M.P. No.2626 of 2025 By the Court:- Heard the parties. 2. This Criminal Miscellaneous Petition has been filed invoking the jurisdiction of this Court under Section 528 of the BNSS, 2023 with the prayer to quash and set aside the entire criminal proceeding arising out of Complaint Case No.2238 of 2020 including the order dated 25.11.2020 passed by learned Judicial Magistrate-1st Class, Jamshedpur at East Singhbhum whereby and where under the learned Judicial Magistrate-1st Class, Jamshedpur at East Singhbhum has taken cognizance for the offence punishable under Sections 138 of the Negotiable Instruments Act against the petitioner and after taking cognizance of the offence passed summoning order. 3. The brief fact of the case is that the petitioner is the Director of J.K. Surface Coatings Private Limited which is a company incorporated under the provisions of the Company Act. The company issued eight different cheques of different amounts in favour of the complainant, the cheques ( 2026:JHHC:9693 ) 3 Cr. M.P. No.2626 of 2025 were dishonoured. The cheques were signed by the co-accused namely Sanjay Kumar Singh & Prashant Singh. After dishonour of the cheques, demand notice was issued by the complainant to the company and all its Directors including the petitioner and after receipt of the said demand notice on behalf of the company, the petitioner replied to the Advocate of the complainant on behalf of the said company, mentioning therein that due to financial crisis, the company could not release the payment to the complainant and assured that from November, 2020 onwards, the company will start releasing the payments of the complainant; which period was of course beyond the period of 15 days from the date of receipt of the said demand notice. 4. On the basis of the complaint, the affidavits filed by the complainant and other documents and materials available in the record, the learned Judicial Magistrate-1st Class, Jamshedpur at East Singhbhum found prima facie case to constitute the offence punishable under Section 138 of the Negotiable Instruments Act against the concerned company and its Directors including the petitioner and summoning order was passed. 5. Learned counsel for the petitioner relies upon the judgment of the Hon’ble Supreme Court of India in the case of Sunita Palita & Others vs. Panchami Stone Quarry reported in (2022) 10 SCC 152, paragraph-35 of which reads as under:- “35. The High Court rightly held that when a complaint was filed against the Director of a company, a specific averment that such person was in charge of and ( 2026:JHHC:9693 ) 4 Cr. M.P. No.2626 of 2025 responsible for the conduct of business of the company was an essential requirement of Section 141 of the NI Act. The High Court also rightly held that merely being a Director of the company is not sufficient to make the person liable under Section 141 of the NI Act. The requirement of Section 141 of the NI Act was that the person sought to be made liable should be in charge of and responsible for the conduct of the business of the company. This has to be averred as a fact.” 6. Learned counsel for the petitioner next relies upon the judgment of the Hon’ble Supreme Court of India in the case of Hitesh Verma vs. Health Care at Home India Private Limited & Others reported in (2025) 7 SCC 623, paragraph-4 of which reads as under:- “4. There are twin requirements under sub-section (1) of Section 141 of the 1881 Act. In the complaint, it must be alleged that the person, who is sought to be held liable by virtue of vicarious liability, at the time when the offence was committed, was in charge of, and was responsible to the company for the conduct of the business of the company. A Director who is in charge of the company and a Director who was responsible to the company for the conduct of the business, are two different aspects. The requirement of law is that both the ingredients of sub-section (1) of Section 141 of the 1881 Act must be incorporated in the complaint. Admittedly, there is no assertion in the complaints that the appellant, at the time of commission of the offence, was in charge of the business of the company. Therefore, on a plain reading of the complaints, the appellant cannot be prosecuted with the aid of sub-section (1) of Section 141 of the 1881 Act.” 7. Learned counsel for the petitioner further submits that since in the complaint, it has not been alleged that the petitioner, at the time, when the offence committed, was in-charge and was responsible for the conduct of the business of the company, hence, the cognizance taken against the petitioner is bad in law. It is lastly submitted that the prayer as prayed for by the petitioner in this Cr.M.P., be allowed. ( 2026:JHHC:9693 ) 5 Cr. M.P. No.2626 of 2025 8. Learned Addl.P.P. appearing for the State and the learned counsel for the opposite party No.2 on the other hand vehemently oppose the prayer of the petitioner made in the instant Cr.M.P and drawing attention of this Court to para-8 of the complaint wherein it has categorically been mentioned that the accused person of the case including the petitioner replied to the legal notice sent to the company concerned and on behalf of the company, the petitioner admitted the payment and promised to start releasing the payment in the month of November, 2020 which was a period beyond 15 days from the date of receipt of the notice, hence, this conduct of the petitioner replying to the notice demanding the payment of the cheque amount, itself goes to show that the petitioner was in-charge and was responsible for the conduct of the business of the company or else, the petitioner had no business to respond to the legal notice demanding payment of cheque amount, on behalf of the said company, hence, the sole contention of the petitioner to quash the entire criminal proceeding is not sustainable in law. It is further submitted by the learned counsel for the opposite party no.2 that in the meanwhile, non-bailable warrant of arrest has been issued against the petitioner. It is lastly submitted that this Cr.M.P., being without any merit, be dismissed. 9. Having heard the rival submissions made at the Bar and after carefully going through the materials available in the record, this court has no hesitation in holding that it must be alleged in the complaint that the person who is sought to be held liable by virtue of vicarious liability at the time when the offence was committed, was in-charge and was ( 2026:JHHC:9693 ) 6 Cr. M.P. No.2626 of 2025 responsible for the conduct of the business of the company, but it is pertinent to mention here that no particular ‘word’ or ‘verbatim’ has been prescribed by the statute to be pleaded to the effect, that the persons sought to be held liable by virtue of vicarious liability was in-charge or was responsible for the conduct of the business of the company. 10. Now coming to the facts of the case, since the undisputed facts remains that the petitioner on behalf of the company responded to the notice demanding the amount of the dishonoured cheques and even assured on behalf of the company to the complainant, through his Advocate, who sent the notice demanding the said cheque amount to pay the amount of the cheques, albeit after the period of 15 days from the date of receipt of the said demand notice; by the said company. In the considered opinion of this Court in this undisputed fact regarding this conduct of the petitioner is indicative of the fact that the petitioner was in- charge and was responsible for the conduct of the business of the company or else, there was no business for the petitioner, solely representing the company, to reply to the demand notice issued to the company and the concerned Directors including the petitioner. 11. Under such circumstances, this Court is of the considered view that this is not a case where the entire criminal proceeding is to be quashed and set aside on the ground agitated by the petitioner in this criminal miscellaneous petition in exercise of the power under Section 528 of the BNSS, 2023. ( 2026:JHHC:9693 ) 7 Cr. M.P. No.2626 of 2025 12. Accordingly, this Criminal Miscellaneous Petition, being without any merit, is dismissed. (Anil Kumar Choudhary, J.) High Court of Jharkhand, Ranchi Dated the 06th of April, 2026 AFR/ Abhiraj Uploaded on 09/04/2026