Big City Green Residency Pvt. Ltd. Thru. Director Manish Kumar Srivastava And Others v. State Of U.P. Thru. Prin. Secy. Home U.P. And Another

1. Heard learned counsel for the applicants and Sri Gyanendra Singh, learned AGA appearing for State-opposite party no.1. However, despite service of notice, no one has appeared on behalf of opposite party no.2.

2. The present application has been filed seeking quashing of the entire proceedings of Complaint Case No.9449 of 2019, under Section 138 of Negotiable Instruments Act, 1881 (for short “the Act, 1881”) and the summoning order dated 09.12.2021 passed by the Presiding Officer, Additional Court No.7, Lucknow.

3. Learned counsel for the applicants submits that though the company has been made party in the complaint, but notice has not been sent to the company and applicant no.2 is the Director of the company. He further submits that in view of Section 93 of the Act, 1881 when a promissory note, bill of exchange or cheque is dishonoured by non-acceptance or non-payment, the holder thereof, or some party thereto, who remains liable thereon, must be given notice. Learned counsel has further invited the attention of this Court towards Sections 138 and 141 of the Act, 1881 and has submitted that it is the company who has committed the offence, therefore, unless the company is given notice, the liability cannot be fastened to applicant no.2.

4. On the other hand, Sri Gyanendra Singh, learned AGA has submitted 2 A482 No. 2148 of 2023 that since applicant no.2 is looking after the affairs of the company as he has been authorised by the company to do pairvi on behalf of the company and the bank account is operated by him, including issuance of cheques on behalf of the company, therefore, it can not lie in the mouth of applicant no.2 that he is not responsible for dishonour of the cheque issued by him on behalf of the company. He has further submitted that the trial court after considering the entire material available on record and looking to the statement of the complainant, summons have been issued against the applicants, therefore, no interference is required by this Court.

5. Admittedly, Cheque No.475058 dated 16.08.2019 pertaining to Rs.2,50,000/- was signed by applicant no.2, who is the Director the company, and the same was presented before the bank, but it was returned with the remark that “payment was stopped”. Legal notice was given to applicant no.2 on 13.09.2019 and thereafter the complaint was filed by opposite party no.2. After recording the statement under Section 200 Cr.P.C. and after going through the dishonoured cheque as well as other documents available on record, the trial court has summoned the applicants.

6. Similar question has been dealt with by this Court in the Application U/s 482 No.9913 of 2025, Meraj Khan Vs. The State of U.P. and another, decided on 24.11.2025 and by relying the judgment of the Hon’ble Supreme Court rendered in the case of Bhupesh Rathod Vs. Dayashankar Prasad Chaurasia and another (2022) 2 SCC 355 has held that Director of a company, who is in-charge of the company, may also be held responsible and for the cause of action, the complaint can be maintained against him even if the company is not served a notice and it does not make any difference.

7. Hon’ble Supreme Court in the case of Bhupesh Rathod (supra), while dealing with the similar question held as under:- “17. We must say at the inception that the respondent not having disputed his signatures on the cheques, it was for the respondent to show in what circumstances the cheques had been issued, i.e., why was it not a cheque issued in due course. The words of Section 139 of the NI Act are quite clear that unless the contrary is proved, it shall be presumed that the holder of the cheque received the cheque of the nature referred to in Section 138 for the discharge, in whole or in part, of any debt or other liability. The respondent has not set up a case that the nature of transaction was of the nature which fell beyond the scope of Section 138. Other than taking a technical 3 A482 No. 2148 of 2023 objection, really nothing has been said on the substantive aspect.

18. The only eligibility criteria prescribed under Section 142(1)(a) is that the complaint must be by the payee or the holder in due course.

19. In the conspectus of the aforesaid principles we have to deal with the plea of the respondent that the complaint was not filed by the competent complainant as it is the case that the loan was advanced by the Company. As to what would be the governing principles in respect of a corporate entity which seeks to file the complaint, an elucidation can be found in the judgment of this Court in Associated Cement Co. Ltd. v. Keshavanand2 . If a complaint was made in the name of the Company, it is necessary that a natural person represents such juristic person in the court and the court looks upon the natural person for all practical purposes. It is in this context that observations were made that the body corporate is a de jure complainant while the human being is a de facto complainant to represent the former in the court proceedings. Thus, no Magistrate could insist that the particular person whose statement was taken on oath alone can continue to represent the Company till the end of the proceedings. Not only that, even if there was initially no authority the Company can at any stage rectify that defect by sending a competent person. ……………………….

22. If we look at the format of the complaint which we have extracted aforesaid, it is quite apparent that the Managing Director has filed the complaint on behalf of the Company. There could be a format where the Company’s name is described first, suing through the Managing Director but there cannot be a fundamental defect merely because the name of the Managing Director is stated first followed by the post held in the Company.

23. It is also relevant to note that a copy of the Board Resolution was filed along with the complaint. An affidavit had been brought on record in the trial court by the Company, affirming to the factum of authorisation in favour of the Managing Director. A Manager or a Managing Director ordinarily by the very nomenclature can be taken to be the person in-charge of the affairs Company for its day-to-day management and within the activity would certainly be calling the act of approaching the court either under civil law or criminal law for setting the trial in motion.4 It would be too technical a view to take to defeat the complaint merely because the body of the complaint does not elaborate upon the authorisation. The artificial person being the Company had to act through a person/official, which logically would include the Chairman or Managing Director. Only the existence of authorisation could be verified.

24. While we turn to the authorisation in the present case, it was a copy and, thus, does not have to be signed by the Board Members, as that would form a part of the minutes of the Board meeting and not a true copy of the authorisation. We also feel that it has been wrongly concluded that the Managing Director was not authorised. If we peruse the authorisation in the form of a certified copy of the Resolution, it states that legal action has to be taken against the respondent for dishonour of cheques issued by him to discharge his liabilities to the Company. To this effect, Mr. Bhupesh Rathod/Sashikant Ganekar were authorised to appoint advocates, issues notices through advocate, file complaint, verifications on oath, appoint Constituent attorney to file complaint in the court and attend all such affairs which may be needed in the process of legal actions. What more could be said? (emphasis applied) …………….

26. The description of the complainant with its full registered office address is given 4 A482 No. 2148 of 2023 at the inception itself except that the Managing Director’s name appears first as acting on behalf of the Company. The affidavit and the cross-examination in respect of the same during trial supports the finding that the complaint had been filed by the Managing Director on behalf of the Company. Thus, the format itself cannot be said to be defective though it may not be perfect. The body of the complaint need not be required to contain anything more in view of what has been set out at the inception coupled with the copy of the Board Resolution. There is no reason to otherwise annex a copy of the Board Resolution if the complaint was not being filed by the appellant on behalf of the Company. ……………..

28. We are, thus, of the view that both the impugned orders of the trial court and the High Court cannot be sustained and are required to be set aside. The finding is, thus, reached that the complaint was properly instituted and the respondent failed to disclose why he did not meet the financial liability arising to a payee, who is a holder of a cheque in due course.”

8. The complaint has been filed within time under Section 138 of the Act, 1881 and the summoning order has been passed by the trial court after perusing the complaint and the statements recorded under Section 200 Cr.P.C., therefore, no interference is required by this Court while exercising its inherent power under Section 482 Cr.P.C.

9. Application is devoid of merit. It is accordingly rejected. December 10, 2025 Rao/- (Brij Raj Singh,J.) CHEBROLU SRINIVASA RAO High Court of Judicature at Allahabad, Lucknow Bench

1. Heard learned counsel for the applicants and Sri Gyanendra Singh, learned AGA appearing for State-opposite party no.1. However, despite service of notice, no one has appeared on behalf of opposite party no.2.

2. The present application has been filed seeking quashing of the entire proceedings of Complaint Case No.9449 of 2019, under Section 138 of Negotiable Instruments Act, 1881 (for short “the Act, 1881”) and the summoning order dated 09.12.2021 passed by the Presiding Officer, Additional Court No.7, Lucknow.

3. Learned counsel for the applicants submits that though the company has been made party in the complaint, but notice has not been sent to the company and applicant no.2 is the Director of the company. He further submits that in view of Section 93 of the Act, 1881 when a promissory note, bill of exchange or cheque is dishonoured by non-acceptance or non-payment, the holder thereof, or some party thereto, who remains liable thereon, must be given notice. Learned counsel has further invited the attention of this Court towards Sections 138 and 141 of the Act, 1881 and has submitted that it is the company who has committed the offence, therefore, unless the company is given notice, the liability cannot be fastened to applicant no.2.

4. On the other hand, Sri Gyanendra Singh, learned AGA has submitted 2 A482 No. 2148 of 2023 that since applicant no.2 is looking after the affairs of the company as he has been authorised by the company to do pairvi on behalf of the company and the bank account is operated by him, including issuance of cheques on behalf of the company, therefore, it can not lie in the mouth of applicant no.2 that he is not responsible for dishonour of the cheque issued by him on behalf of the company. He has further submitted that the trial court after considering the entire material available on record and looking to the statement of the complainant, summons have been issued against the applicants, therefore, no interference is required by this Court.

5. Admittedly, Cheque No.475058 dated 16.08.2019 pertaining to Rs.2,50,000/- was signed by applicant no.2, who is the Director the company, and the same was presented before the bank, but it was returned with the remark that “payment was stopped”. Legal notice was given to applicant no.2 on 13.09.2019 and thereafter the complaint was filed by opposite party no.2. After recording the statement under Section 200 Cr.P.C. and after going through the dishonoured cheque as well as other documents available on record, the trial court has summoned the applicants.

6. Similar question has been dealt with by this Court in the Application U/s 482 No.9913 of 2025, Meraj Khan Vs. The State of U.P. and another, decided on 24.11.2025 and by relying the judgment of the Hon’ble Supreme Court rendered in the case of Bhupesh Rathod Vs. Dayashankar Prasad Chaurasia and another (2022) 2 SCC 355 has held that Director of a company, who is in-charge of the company, may also be held responsible and for the cause of action, the complaint can be maintained against him even if the company is not served a notice and it does not make any difference.

7. Hon’ble Supreme Court in the case of Bhupesh Rathod (supra), while dealing with the similar question held as under:- “17. We must say at the inception that the respondent not having disputed his signatures on the cheques, it was for the respondent to show in what circumstances the cheques had been issued, i.e., why was it not a cheque issued in due course. The words of Section 139 of the NI Act are quite clear that unless the contrary is proved, it shall be presumed that the holder of the cheque received the cheque of the nature referred to in Section 138 for the discharge, in whole or in part, of any debt or other liability. The respondent has not set up a case that the nature of transaction was of the nature which fell beyond the scope of Section 138. Other than taking a technical 3 A482 No. 2148 of 2023 objection, really nothing has been said on the substantive aspect.

18. The only eligibility criteria prescribed under Section 142(1)(a) is that the complaint must be by the payee or the holder in due course.

19. In the conspectus of the aforesaid principles we have to deal with the plea of the respondent that the complaint was not filed by the competent complainant as it is the case that the loan was advanced by the Company. As to what would be the governing principles in respect of a corporate entity which seeks to file the complaint, an elucidation can be found in the judgment of this Court in Associated Cement Co. Ltd. v. Keshavanand2 . If a complaint was made in the name of the Company, it is necessary that a natural person represents such juristic person in the court and the court looks upon the natural person for all practical purposes. It is in this context that observations were made that the body corporate is a de jure complainant while the human being is a de facto complainant to represent the former in the court proceedings. Thus, no Magistrate could insist that the particular person whose statement was taken on oath alone can continue to represent the Company till the end of the proceedings. Not only that, even if there was initially no authority the Company can at any stage rectify that defect by sending a competent person. ……………………….

22. If we look at the format of the complaint which we have extracted aforesaid, it is quite apparent that the Managing Director has filed the complaint on behalf of the Company. There could be a format where the Company’s name is described first, suing through the Managing Director but there cannot be a fundamental defect merely because the name of the Managing Director is stated first followed by the post held in the Company.

23. It is also relevant to note that a copy of the Board Resolution was filed along with the complaint. An affidavit had been brought on record in the trial court by the Company, affirming to the factum of authorisation in favour of the Managing Director. A Manager or a Managing Director ordinarily by the very nomenclature can be taken to be the person in-charge of the affairs Company for its day-to-day management and within the activity would certainly be calling the act of approaching the court either under civil law or criminal law for setting the trial in motion.4 It would be too technical a view to take to defeat the complaint merely because the body of the complaint does not elaborate upon the authorisation. The artificial person being the Company had to act through a person/official, which logically would include the Chairman or Managing Director. Only the existence of authorisation could be verified.

24. While we turn to the authorisation in the present case, it was a copy and, thus, does not have to be signed by the Board Members, as that would form a part of the minutes of the Board meeting and not a true copy of the authorisation. We also feel that it has been wrongly concluded that the Managing Director was not authorised. If we peruse the authorisation in the form of a certified copy of the Resolution, it states that legal action has to be taken against the respondent for dishonour of cheques issued by him to discharge his liabilities to the Company. To this effect, Mr. Bhupesh Rathod/Sashikant Ganekar were authorised to appoint advocates, issues notices through advocate, file complaint, verifications on oath, appoint Constituent attorney to file complaint in the court and attend all such affairs which may be needed in the process of legal actions. What more could be said? (emphasis applied) …………….

26. The description of the complainant with its full registered office address is given 4 A482 No. 2148 of 2023 at the inception itself except that the Managing Director’s name appears first as acting on behalf of the Company. The affidavit and the cross-examination in respect of the same during trial supports the finding that the complaint had been filed by the Managing Director on behalf of the Company. Thus, the format itself cannot be said to be defective though it may not be perfect. The body of the complaint need not be required to contain anything more in view of what has been set out at the inception coupled with the copy of the Board Resolution. There is no reason to otherwise annex a copy of the Board Resolution if the complaint was not being filed by the appellant on behalf of the Company. ……………..

28. We are, thus, of the view that both the impugned orders of the trial court and the High Court cannot be sustained and are required to be set aside. The finding is, thus, reached that the complaint was properly instituted and the respondent failed to disclose why he did not meet the financial liability arising to a payee, who is a holder of a cheque in due course.”

8. The complaint has been filed within time under Section 138 of the Act, 1881 and the summoning order has been passed by the trial court after perusing the complaint and the statements recorded under Section 200 Cr.P.C., therefore, no interference is required by this Court while exercising its inherent power under Section 482 Cr.P.C.

9. Application is devoid of merit. It is accordingly rejected. December 10, 2025 Rao/- (Brij Raj Singh,J.) CHEBROLU SRINIVASA RAO High Court of Judicature at Allahabad, Lucknow Bench