Telangana High Court
Ms. Poonam Kumari vs The State Of Telangana on 24 July, 2025
Author: N.Tukaramji
Bench: N.Tukaramji
THE HONOURABLE SRI JUSTICE N.TUKARAMJI
CRIMINAL PETITION No.7192 OF 2024
ORDER
This Criminal Petition is filed under Section 482 of Code of
Criminal Procedure, 1973 (for short ‘CrPC‘) seeking quashment of
STC NI No.4238 of 2023 on the file of the VIII Additional
Metropolitan Magistrate, Hyderabad at Manoranjan Complex against
the petitioner/accused No.3.
2. I have heard Mr. K. Pradeep Reddy, learned counsel for the
petitioner, Mr.Jithender Rao Veeramalla, learned Additional Public
Prosecutor, representing the respondent No.1-State.
3. The essential facts, in brief, are that the respondent No.2/the
complainant initiated a private complaint under Section 138 of the
Negotiable Instruments Act, 1881 (for short ‘the NI Act‘) against the
petitioner/Accused No.3/Director,Accused No.1/Company/Managing
Director, and Accused No.2/another Director of the company.
According to the complainant, an agreement was executed
with Accused No.1/Company for the engineering, procurement,
construction (EPC), operation, and maintenance of ten grid-
connected solar photovoltaic (PV) rooftop plants, with a total
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capacity of 4,020 KW, to be established at various locations within
the State of Uttarakhand. Under the terms of the contract, accused
No.1 undertook to complete the project on a turn-key basis,
inclusive of O&M (Operations and Maintenance) and a Defects
Liability Period (DLP), within a period of two years, with a stipulated
deadline of 28.08.2021. Pursuant to the contract, accused No.1 was
obligated to furnish post-dated cheques amounting to 10% of the
total balance system price as a performance guarantee. It was
mutually agreed that, in the event of non-fulfillment of contractual
obligations by accused No.1, the complainant would be entitled to
invoke legal remedies by presenting the post-dated cheques for
encashment.
Following the alleged failure of accused No.1 to discharge its
contractual obligations, the complainant presented the
aforementioned post-dated cheque for encashment. However, the
cheque was dishonoured by the bank with the endorsement ‘funds
insufficient.’ Despite issuance of a statutory notice under Section
138(b) of the NI Act, no reply or payment was forthcoming from the
accused. Consequently, the complainant instituted the present
criminal proceedings.
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4. Learned counsel for the petitioner/Accused No.3 submitted
that while the petitioner holds the designation of Director in accused
No.1 Company, her role was purely nominal and she was not
involved in the day-to-day affairs or management of the company. It
was further contended that the petitioner was neither a signatory to
the cheque in question nor a party to the underlying contractual
agreement pursuant to which the disputed cheque was issued. It is
emphasized that, as a settled proposition of law, mere designation
as a Director is insufficient to attract liability under Section 138 of the
NI Act, in the absence of any material evidence demonstrating the
individual’s active involvement in the conduct of the company’s
business or in the transaction giving rise to the offence.
In support of this contention, learned counsel placed reliance
on the judgment of the Hon’ble Supreme Court in Susela
Padmavathy Amma v. Bharti Airtel Limited, 2024 SCC OnLine SC
311, wherein the Hon’ble Supreme Court reiterated that a Director
cannot be held vicariously liable under Section 138 unless specific
allegations establishing the role in the issuance of the cheque or the
commission of the offence.
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5. Despite service of due notice, there was no appearance on
behalf of respondent No.2/the complainant.
6. I have perused the materials on record.
7. A perusal of the contract referred to in the complaint reveals
that it was executed by Accused No.2 in his capacity as Director of
Accused No.1/the Company. In accordance with the terms of the
said contract, the disputed cheque was also issued and signed by
Accused No.2.
8. Although the petitioner/Accused No.3 admits the alleged
position as a Director of the Company, her assertion that her role
was merely nominal and that she had no involvement in the day-to-
day affairs of the Company remains uncontroverted. Notably, the
averments in the complaint refer to the petitioner solely by her
designation as Director, without attributing to her any specific act,
omission, or role in the transaction or the alleged offence.
9. The Hon’ble Supreme Court, in Susela Padmavathy Amma v.
Bharti Airtel Limited, 2024 SCC OnLine SC 311, while addressing
an analogous factual situation, held in paragraphs 30, 31, and 32 as
follows:
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Crlp_7192_2024“30. It can thus be seen that the only allegation against the present appellant is
that the present appellant and the accused No.2 had no intention to pay the dues
that they owe to the complainant. It is stated that the 2nd accused and the 3rd
accused (appellant herein) are the Directors, promoters of the 1st accused being
the Company. It is further averred that the 2nd accused is the authorized
signatory, who is in-charge of and responsible for the day-to-day affairs of the
Company, i.e., the 1st accused.
31. It can thus be clearly seen that there is no averment to the effect that the
present appellant is in-charge of and responsible for the day-to-day affairs of the
Company. It is also not the case of the respondent that the appellant is either the
Managing Director or the Joint Managing Director of the Company.
32. It can thus clearly be seen that the averments made are not sufficient to
invoke the provisions of Section 141 of the N.I. Act qua the appellant.”
10. In the instant case, as the contract and disputed cheque are
issued by the accused No.1, his position as Managing Director in
specific are being made out. In such position, in the absence of any
material showing the active involvement of the petitioner/accused
No.3 in the Company, the prosecution of the petitioner/accused
No.3 by invoking Section 141 of the NI Act is found unreasonable
and not justified.
11. For the aforesaid reasons, this criminal petition deserves
positive consideration. Accordingly, this criminal petition is allowed.
The proceedings of STC NI No.4238 of 2023 on the file of the VIII
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Additional Metropolitan Magistrate, Hyderabad at Manoranjan
Complex against the petitioner/accused No.3 are hereby quashed.
Miscellaneous petitions, pending if any, shall stand closed.
______________
N.TUKARAMJI,J
Date:24-07-2025
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