Primary sources · Judgment
ACHIN KUMAR ROY Vs BAJAJ FINANCE LTD.
CRL.M.Cs. 3877/2022, 3878/2022, 3894/2022, 3919/2022 Page 1 of 8
* IN THE HIGH COURT OF DELHI AT NEW DELHI
Reserved on: July 31, 2026
% Pronounced on: August 13, 2026
# CNR No. DLHC010310902022
+ CRL.M.C. 3877/2022, CRL.M.A. 16161/2022
ACHIN KUMAR ROY ...Petitioner
Through: Mr. Ajayinder Sangwan, Mr.
Pradeep Kr. Sharma, Mr. Arun
Rathi, Mr. V. P. Singh and Mr. Mr.
Siddharth Gill, Mr. Summinder
Paswan and Mr. Mahik Verma,
Advs.
Versus
BAJAJ FINANCE LTD. ...Respondent
Through: Mr. Kush Gupta, Adv.
# CNR No. DLHC010310912022
+ CRL.M.C. 3878/2022, CRL.M.A. 16163/2022
ACHIN KUMAR ROY .....Petitioner
Through: Mr. Ajayinder Sangwan, Mr.
Pradeep Kr. Sharma, Mr. Arun
Rathi, Mr. V. P. Singh and Mr. Mr.
Siddharth Gill, Mr. Summinder
Paswan and Mr. Mahik Verma,
Advs.
Versus
BAJAJ FINANCE LTD. .....Respondent
Through: Mr. Kush Gupta, Adv.
# CNR No. DLHC010312372022
CRL.M.C. 3894/2022
ACHIN KUMAR ROY .....Petitioner
Through: Mr. Ajayinder Sangwan, Mr.
Pradeep Kr. Sharma, Mr. Arun
Rathi, Mr. V. P. Singh and Mr. Mr.
CRL.M.Cs. 3877/2022, 3878/2022, 3894/2022, 3919/2022 Page 2 of 8
Siddharth Gill, Mr. Summinder
Paswan and Mr. Mahik Verma,
Advs.
Versus
BAJAJ FINANCE LTD. .....Respondent
Through: Mr. Kush Gupta, Adv.
# CNR No. DLHC010312822022
CRL.M.C. 3919/2022, CRL.M.A. 16288/2022
ACHIN KUMAR ROY .....Petitioner
Through: Mr. Ajayinder Sangwan, Mr.
Pradeep Kr. Sharma, Mr. Arun
Rathi, Mr. V. P. Singh and Mr. Mr.
Siddharth Gill, Mr. Summinder
Paswan and Mr. Mahik Verma,
Advs.
Versus
BAJAJ FINANCE LTD. .....Respondent
Through: Mr. Kush Gupta, Adv.
CORAM:
HON'BLE MR. JUSTICE SAURABH BANERJEE
J U D G M E N T
1. By virtue of the present petitions under Section 482 of the Code of
Criminal Procedure, 19731, the petitioner seeks setting aside of the two
summoning orders both dated 29.05.2019 and two summoning orders both
dated 23.04.20192 passed by the learned MM, Dwarka Courts, Delhi3 in CC
Nos.18725, 18727, 13868 and 13869 of 2019 respectively filed by the
respondent under Sections 138/141/142 of the Negotiable Instruments Act,
18814.
1 Hereinafter referred to as ‘Cr.P.C.’
2 Hereinafter referred to as ‘impugned orders’
3 Hereinafter referred to as ‘Trial Court’
4 Hereinafter referred to as ‘NI Act’
CRL.M.Cs. 3877/2022, 3878/2022, 3894/2022, 3919/2022 Page 3 of 8
2. Succinctly put, the respondent filed the aforesaid complaints stating
that pursuant to one ‘Amendatory Loan Agreement-Short Term Loan’ dated
12.12.20185, the company Leel Electricals Limited/ accused no.16 issued
two cheques bearing nos.972039 and 9720340 dated 24.03.2019 and
25.03.2019 respectively, for an amount of Rs.1,00,00,000/- each; two
cheques bearing nos.972041 and 97042 dated 26.03.2019 and 28.03.2019
for an amount of Rs.50,00,000/- each and cheque bearing no.972043 dated
29.03.2019 for an amount of Rs.20,00,000/-; two cheques bearing
nos.972035 and 972036 dated 24.02.2019 and 26.02.2019 for an amount of
Rs.50,00,000/- and Rs.1,00,00,000/- respectively; two cheques bearing
nos.972037 and 972038 dated 27.02.2019 and 28.02.2019 respectively, for
an amount of Rs.1,00,00,000/- each7, all signed by the accused nos.4 and 11
in favour of the respondent, however, all the cheques were dishonoured on
30.03.2019, 26.02.2019, 28.02.2019 and 01.03.2019, each with the remark
‘Funds Insufficient’. As such, the respondent issued two Legal Notices
dated 20.03.2019 and 13.04.2019 to the accused company and other
persons including the petitioner herein, and thereafter filed the aforesaid
complaints arraying the petitioner as accused no.3 in all of them. After
tendering pre-summoning evidence, the learned Trial Court issued
summons to the petitioner vide the impugned orders.
3. Learned counsel for petitioner primarily submitted before this Court
that the petitioner has been wrongly summoned in the complaints filed by
the respondent, particularly, since he had resigned from the accused
company on 08.01.2019, i.e. much prior to even issuance of the cheques. In
5 Hereinafter referred to as ‘Agreement’
6 Hereinafter referred to as ‘accused company’
7 Hereinafter referred to as ‘cheques’
CRL.M.Cs. 3877/2022, 3878/2022, 3894/2022, 3919/2022 Page 4 of 8
support thereof, learned counsel drew attention of this Court to the certified
copy of Form DIR-12 under Section 168 of the Companies Act, 20138 filed
before the Ministry of Corporate Affairs9 qua the petitioner showing
cessation of the petitioner’s directorship/ employment with the accused
company with effect from 08.01.2019. Further, pursuant to order dated
17.09.2024 passed by this Court, the petitioner also filed Letter dated
25.11.2024 issued to him by the Assistant Registrar of Companies, Uttar
Pradesh, Kanpur as proof of date of uploading of the said Form DIR-12
being 25.01.2019, which was also approved on the same day.
4. Learned counsel further submitted that even prior to his resignation,
the petitioner was only looking after the AC manufacturing plant located in
Uttarakhand and Himachal Pradesh, and being a salaried Director had
nothing to do with the day-to-day affairs of the company, as also neither
the Agreement nor the cheques were signed by him. Relying upon S.M.S.
Pharmaceuticals Ltd. vs. Neeta Bhalla & Anr.10, National Small
Industries Corporation Ltd. vs. Harmeet Singh Paintal & Anr.11 and
Central Bank of India vs. Asian Global Ltd. & Ors.12, he submitted that
aside from bald assertions, there were no specific averments against the
petitioner in the complaints, therefore, he could not have been summoned.
5. Lastly, relying upon Prashant Bharti vs. State of NCT of Delhi13
and Dayle De’souza vs. Government of India & Anr.14, learned counsel
submitted that though initiation of prosecution and summoning of an
8 Hereinafter referred to as ‘Companies Act’
9 Hereinafter referred to as ‘MCA’
10 2005 SCC OnLine SC 1363
11 (2010) 3 SCC 330
12 2010 SCC OnLine SC 678
13 2013 SCC OnLine SC 85
14 2021 SCC OnLine SC 1012
CRL.M.Cs. 3877/2022, 3878/2022, 3894/2022, 3919/2022 Page 5 of 8
accused have serious consequences, the impugned order has been passed
without any application of mind, and this Court ought to exercise the
powers under Section 482 Cr.P.C. to quash the same.
6. Per contra, learned counsel for respondent submitted that the
impugned orders do not suffer from any error(s) as all the statutory
requirements and timelines were satisfied by the respondent, hence,
summons have rightly been issued in the complaints. Further, since the
petitioner was a ‘Whole Time Director’ in the accused company, he was in
charge of decision making therein, therefore, had a role to play in the facts
leading to the complaints. Referring to Section 141 NI Act, he submitted
that since the cheques were issued by a company, vicarious liability
thereunder would be attracted, and as such, the present petitions are liable
to be dismissed.
7. This Court has heard learned counsels for the parties as also carefully
perused the documents on record as also the judgments cited at Bar.
8. When it comes to offences under the NI Act, including Section 138
thereof whereunder the complaints in the present case have been filed,
Section 14115 is the governing provision qua offences committed by
companies.
15 Section 141. Offences by companies. (1) If the person committing an offence under
section 138 is a company, every person who, at the time the offence was committed, was in
charge of, and was responsible to, the company for the conduct of the business of the
company, as well as the company, shall be deemed to be guilty of the offence and shall be
liable to be proceeded against and punished accordingly:
Provided that nothing contained in this sub-section shall render any person liable to
punishment if he proves that the offence was committed without his knowledge, or that he
had exercised all due diligence to prevent the commission of such offence:
[***]
(2) Notwithstanding anything contained in sub-section (1), where any offence under this Act
has been committed by a company and it is proved that the offence has been committed with
the consent or connivance of, or is attributable to, any neglect on the part of, any director,
manager, secretary or other officer of the company, such director, manager, secretary or
CRL.M.Cs. 3877/2022, 3878/2022, 3894/2022, 3919/2022 Page 6 of 8
9. The parameters, scope and extent of the liability of individuals
thereunder has been crystallised by the Hon’ble Supreme Court in a catena
of pronouncements, starting from S.M.S. Pharmaceuticals Ltd. (supra),
and reiterated time and again, and as recently as in Saroj Pandey vs. Govt.
of NCT of Delhi & Ors.16. It is by now well-settled that the NI Act being a
penal statute, there is no deemed vicarious liability under Section 141, and
in order to bring an individual within the ambit of being ‘…in charge of…’
and who is ‘…responsible for…’ the ‘…conduct of the business of the
company…’, or to show his ‘…consent or connivance… ’, or ‘…neglect…’
therein, a specific assertion to that effect in the complaint qua the precise
role of the individual at the time of commission of such offence is an
essential requirement. Mere statements/ bald assertions that an individual,
who is a Director, and/ or who was in charge of and responsible for the
business of the company sans anything precise have repeatedly been held
insufficient for issuance of summons against such individual, especially
since there is no presumption that such individual was involved in every
transaction of such a company. At the end of the day, issuance of summons
is a serious process setting a criminal proceeding in motion.
10. At the outset, a plain reading of the complaints involved in the
present petitions as a whole(s) reveals that there is no whisper of any
specific averment(s) against the petitioner herein as to how he was in
charge of and/ or responsible for the business of the accused company at
the time of commission of the offence(s) therein, nor are there any other
other officer shall also be deemed to be guilty of that offence and shall be liable to be
proceeded against and punished accordingly.
[***]
16 2026 SCC OnLine SC 537
CRL.M.Cs. 3877/2022, 3878/2022, 3894/2022, 3919/2022 Page 7 of 8
specific allegation(s) pertaining to him therein. In fact, barring simpliciter
statement(s) of a general nature against the petitioner, the whole complaints
are utterly silent qua him. Moreover, it is also an admitted position that not
even one of the cheques were signed by the petitioner.
11. The above evidently fall short of the requirement of specific
averments in the complaints under Section 138 NI Act before a Court of
law to invoke Section 141 against the petitioner, particularly, in view of
what has been clearly laid down by the Hon’ble Supreme Court repeatedly
and enumerated hereinabove in S.M.S. Pharmaceuticals Ltd. (supra),
National Small Industries Corporation Ltd. (supra), Central Bank of
India (supra) and Saroj Pandey (supra).
12. The facts herein further reveal that the petitioner has been able to
produce a statutory document in the nature of Form DIR-12 under the
Companies Act, backed up with a letter dated 25.11.2024 issued from the
MCA, as sterling proof to incontrovertibly demonstrate that he had, in fact,
ceased to be a Director of the accused company with effect from
08.01.2019, i.e. roughly two months prior to the time of issuance of the
cheques as well as their dishonouring. Interestingly, though the petitioner
herein had appended the same along with his reply dated 16.04.2019 in
response to the Legal Notice(s) issued by the respondent even prior to
filing of the complaint before the learned Trial Court, there is a complete
lull about the same in the said complaint. In fact, same is the position in
reply to the present petitions before this Court as well.
13. Bearing the aforesaid in mind, as also since it is no longer res integra
that an individual like the petitioner herein, who had already resigned from
the accused company even before issuance of the cheques, cannot be held
CRL.M.Cs. 3877/2022, 3878/2022, 3894/2022, 3919/2022 Page 8 of 8
liable under Section 141 NI Act for offences under Section 138 [Pooja
Ravinder Devidasani vs. State of Maharashtra & Anr.17 Gunmala Sales
(P) Ltd. vs. Anu Mehta18], there is no reason for the complaints made by
the respondent to continue against the petitioner herein.
14. In view of the afore-going, the present is a fit case to invoke the
inherent powers of this Court under Section 482 Cr.P.C., as continuance of
the proceedings qua the petitioner would be wholly vexatious. At the end
of the day, it is trite that issuance of summons is a serious process which
ought not to be undertaken mechanically, routinely and without any
application of mind, and in such cases, this Court is called upon to prevent
abuse of the process of law and to secure the ends of justice [Pooja
Ravinder Devidasani (supra), Saroj Pandey (supra)].
15. Accordingly, the present petitions are allowed and the impugned
orders are set aside qua the petitioner herein. Resultantly, CC Nos.18725,
18727, 13868 and 13869 of 2019 filed by the respondent are also quashed
qua the petitioner.
16. The present petitions along with the pending application(s) are
accordingly disposed of.
SAURABH BANERJEE, J.
AUGUST 13, 2026/bh/RS
17 2014 SCC OnLine SC 1020
18 (2015) 1 SCC 103