Mona Jain vs M/S Kaycee Polymers Pvt. Ltd.
- Court
- Delhi High Court
$~P-1
* IN THE HIGH COURT OF DELHI AT NEW DELHI
Reserved on: 27.07.2026
Pronounced on: 03.09.2026
Uploaded on: 03.09.2026
# CNR No. DLHC010330162026
+ CRL.M.C. 5220/2026 & CRL.M.As. 21919-20/2026
MONA JAIN .....Petitioner
Through: Mr. Akash Jandial, Advocate.
versus
M/S KAYCEE POLYMERS PVT. LTD. .....Respondent
Through: None.
CORAM:
HON’BLE MR. JUSTICE PRATEEK JALAN
JUDGMENT
1. By way of this petition filed under Section 528 of the Bharatiya
Nagarik Suraksha Sanhita, 2023, the petitioner seeks quashing of the
summoning order dated 27.09.2025 in Complaint Case No. 1047/2025,
passed by the Magistrate’s Court, Karkardooma Courts, Delhi, and all
criminal proceedings emanating therefrom against her.
2. The relevant facts giving rise to the present petition are as follows:
a. The petitioner is a director of M/S Monica Gold Pipes Pvt. Ltd.
[“the Company”], a company incorporated under the Companies
Act, 1956.
b. During the course of business, the Company purchased material
from the respondent-company and, after making part-payments, a
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VASHIST
Signing Date:03.09.2026
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principal amount of Rs. 12,55,737/- remained allegedly
outstanding and payable to the respondent.
c. In the month of December 2024, the petitioner, alongwith another
Director of the Company, being Mr. Sanjeev Kumar Jain, who is
her husband, issued four cheques drawn on ICICI Bank, Shalimar
Bagh Branch, Delhi. Details of the concerned cheques are tabulated
as follows:
Sr. No. Cheque No. Cheque Date Amount
1. 000732 10.12.2024 Rs. 4,44,410/-
2. 000731 12.12.2024 Rs. 4,00,000/-
3. 000730 14.12.2024 Rs. 4,00,000/-
4. 000733 31.12.2024 Rs. 53,000/-
d. The first three cheques were dishonoured on 27.12.2024, however
the fourth cheque was cleared.
e. The respondent thereafter duly issued a legal notice dated
08.01.2025. Pursuant to said legal notice, the Company approached
the respondent to settle the matter and issued three fresh cheques
drawn on Indian Bank, Baghpat Branch, Uttar Pradesh, but they
were also dishonoured when presented. Details of the concerned
cheques are tabulated as follows:
Sr. No. Cheque No. Cheque
Amount Date of
Date
dishonour
1. 177029 15.03.2025 Rs.4,00,000/- 18.03.2025
2. 177030 17.03.2025 Rs.4,00,000/- 18.03.2025
3. 177032 20.03.2025 Rs.4,44,410/- 21.03.2025
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VASHIST
Signing Date:03.09.2026
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f. Pursuant to this dishonour, the respondent issued another legal
notice dated 08.04.2025, but no response was received.
g. Consequently, the respondent filed the subject complaint under
Section 138 of the Negotiable Instruments Act, 1881 [“NI Act”],
against the Company, and its directors, including the petitioner
herein, who was arrayed as accused No. 2.
h. The Magistrate’s Court took cognizance of the offence and issued
the impugned summoning order dated 27.09.2025.
3. Mr. Akash Jandial, learned counsel for the petitioner, submitted
that the complaint filed by the respondent does not make out the
necessary grounds under Section 141 of the NI Act, to hold the petitioner
vicariously liable for the Company’s offences under Section 138 of the
NI Act. Mr. Jandial drew my attention to the complaint to show that it
only contains vague and general assertions, and is devoid of specific
averments required to show that the offence was within the
knowledge/consent of the petitioner. To this effect, he relied upon a
judgment of the Supreme Court in National Small Industries Corporation
1
Limited v. Harmeet Singh Paintal & Anr. .
4. Mr. Jandial further submitted that the petitioner was not concerned
with the day-to-day affairs of the Company. He submits that the
Magistrate’s Court has erred in passing the impugned summoning order,
as it failed to appreciate whether the petitioner was in any way connected
to the alleged offence. He emphasises that the petitioner is not a signatory
to the cheques in question.
5. Having heard Mr. Jandial and upon consideration of the material
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VASHIST
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on record, I am of the view that the present case does not warrant exercise
of this Court’s jurisdiction for quashing of the summoning order.
6. Section 141 of the NI Act, reads as follows:
“ 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:
[Provided further that where a person is nominated as a Director of a
company by virtue of his holding any office or employment in the Central
Government or State Government or a financial corporation owned or
controlled by the Central Government or the State Government, as the
case may be, he shall not be liable for prosecution under this Chapter.]
(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 other officer shall also be deemed to be guilty of that offence
and shall be liable to be proceeded against and punished accordingly.
Explanation.—For the purposes of this section, —
(a) “company” means any body corporate and includes a firm or other
association of individuals; and
2
(b) “director”, in relation to a firm, means a partner in the firm. ”
7. The Supreme Court in Harmeet Singh Paintal , laid down certain
principles governing Section 141 of the NI Act, which are reproduced
hereinbelow:
“ 39. From the above discussion, the following principles emerge:
1
(2010) 3 SCC 330 [hereinafter, “ Harmeet Singh Paintal ”].
2
Emphasis supplied.
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(i) The primary responsibility is on the complainant to make specific
averments as are required under the law in the complaint so as to make
the accused vicariously liable. For fastening the criminal liability, there is
no presumption that every Director knows about the transaction.
(ii) Section 141 does not make all the Directors liable for the offence. The
criminal liability can be fastened only on those who, at the time of the
commission of the offence, were in charge of and were responsible for the
conduct of the business of the company.
(iii) Vicarious liability can be inferred against a company registered or
incorporated under the Companies Act, 1956 only if the requisite
statements, which are required to be averred in the complaint/petition,
are made so as to make the accused therein vicariously liable for offence
committed by the company along with averments in the petition containing
that the accused were in charge of and responsible for the business of the
company and by virtue of their position they are liable to be proceeded
with.
(iv) Vicarious liability on the part of a person must be pleaded and proved
and not inferred.
(v) If the accused is a Managing Director or a Joint Managing & Director
then it is not necessary to make specific averment in the complaint and by
virtue of their position they are liable to be proceeded with.
(vi) If the accused is a Director or an officer of a company who signed the
cheques on behalf of the company then also it is not necessary to make
specific averment in the complaint.
(vii) The person sought to be made liable should be in charge of and
responsible for the conduct of the business of the company at the
relevant time. This has to be averred as a fact as there is no deemed
3
liability of a Director in such cases . ”
8. The Supreme Court in the case of S.P. Mani & Mohan Dairy v.
4
Snehalatha Elangovan , specifically discussed the scope of interference
by High Courts against issuance of process, and also summarised the law
in reference to Section 141 of the NI Act, as under:
“ 57. When in view of the basic averment process is issued the complaint
must proceed against the Directors or partners as the case may be. But, if
any Director or Partner wants the process to be quashed by filing a
3
Emphasis supplied.
4
(2023) 10 SCC 685 [hereinafter, “ S.P. Maini & Mohan Dairy ”].
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VASHIST
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petition under Section 482 of the Code on the ground that only a bald
averment is made in the complaint and that he is really not concerned
with the issuance of the cheque, he must in order to persuade the High
Court to quash the process either furnish some sterling incontrovertible
material or acceptable circumstances to substantiate his contention. He
must make out a case that making him stand the trial would be an abuse
of process of Court. He cannot get the complaint quashed merely on the
ground that apart from the basic averment no particulars are given in
the complaint about his role , because ordinarily the basic averment
would be sufficient to send him to trial and it could be argued that his
further role could be brought out in the trial. Quashing of a complaint is a
serious matter. Complaint cannot be quashed for the asking. For quashing
of a complaint, it must be shown that no offence is made out at all against
the Director or partner.
58. Our final conclusions may be summarised as under:
58.1. The primary responsibility of the complainant is to make specific
averments in the complaint so as to make the accused vicariously liable.
For fastening the criminal liability, there is no legal requirement for the
complainant to show that the accused partner of the firm was aware about
each and every transaction. On the other hand, the first proviso to sub-
section (1) of Section 141 of the Act clearly lays down that if the accused
is able to prove to the satisfaction of the Court that the offence was
committed without his/her knowledge or he/she had exercised due
diligence to prevent the commission of such offence, he/she will not be
liable of punishment.
58.2. The complainant is supposed to know only generally as to who
were in charge of the affairs of the company or firm, as the case may be.
The other administrative matters would be within the special knowledge
of the company or the firm and those who are in charge of it. In such
circumstances, the complainant is expected to allege that the persons
named in the complaint are in charge of the affairs of the company/firm. It
is only the Directors of the company or the partners of the firm, as the
case may be, who have the special knowledge about the role they had
played in the company or the partners in a firm to show before the Court
that at the relevant point of time they were not in charge of the affairs of
the company. Advertence to Sections 138 and Section 141, respectively,
of the NI Act shows that on the other elements of an offence under
Section 138 being satisfied, the burden is on the Board of Directors or
the officers in charge of the affairs of the company/partners of a firm to
show that they were not liable to be convicted. The existence of any
special circumstance that makes them not liable is something that is
peculiarly within their knowledge and it is for them to establish at the trial
to show that at the relevant time they were not in charge of the affairs of
the company or the firm.
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Signed By:PARUL
VASHIST
Signing Date:03.09.2026
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58.3. Needless to say, the final judgment and order would depend on the
evidence adduced. Criminal liability is attracted only on those, who at the
time of commission of the offence, were in charge of and were responsible
for the conduct of the business of the firm. But vicarious criminal liability
can be inferred against the partners of a firm when it is specifically
averred in the complaint about the status of the partners “qua” the firm.
This would make them liable to face the prosecution but it does not lead to
automatic conviction. Hence, they are not adversely prejudiced if they are
eventually found to be not guilty, as a necessary consequence thereof
would be acquittal.
58.4. If any Director wants the process to be quashed by filing a petition
under Section 482 of the Code on the ground that only a bald averment is
made in the complaint and that he/she is really not concerned with the
issuance of the cheque, he/she must in order to persuade the High Court
to quash the process either furnish some sterling incontrovertible material
or acceptable circumstances to substantiate his/her contention. He/she
must make out a case that making him/her stand the trial would be an
5
abuse of process of Court. ”
9. Having regard to the above, the determinative question is whether
the complaint contains the requisite factual averments to fasten vicarious
liability upon the petitioner under Section 141 of the NI Act and, if so,
whether the petitioner has placed on record any sterling, incontrovertible,
or unimpeachable material demonstrating that she could not have been
concerned with the transactions in question so as to warrant quashing of
the proceedings.
10. It is therefore necessary to examine the specific averments made
against the petitioner in the complaint. For this purpose, the relevant
extracts from the complaint are reproduced hereinbelow:
“ 2. That the Accused no. 1 is a private limited company incorporated
under the provisions of companies Act, 1956/2013 and the Accused Nos.
2 & 3 are the Directors of the Accused no. 1 and are in-charge of
looking after the day to day affairs of the firm and have been personally
involved in the dealings made by the accused with the complainant .
5
Emphasis supplied.
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xxx xxx xxx
4. That the Accused No. 2 & 3 had purchased material, on behalf of
Accused no. 1, from the complainant and after making certain part
payments the principal due amount outstanding and payable to the
complainant, stood at Rs. 12,55,737/-.
xxx xxx xxx
7. That finally in the month of December, 2024 the accused nos. 2 & 3
had issued Cheque bearing no. 000732 dated 10.12.2024 for the sum of
Rs.4,44,410/-, 000731 dated 12.12.2024 for the sum of Rs.4,00,000/-,
000730 dated 14.12.2024 for the sum of Rs.4,00,000/- and 000733 dated
31.12.2024 for the sum of Rs.53,000/-, drawn on ICICI Bank, Shalimar
Bagh Branch, Delhi in the complainant’s favour with the assurance that
the same would be cleared, but so did not happen.
8. That based on the instructions of the accused nos. 2 & 3 and trusting
the intentions for payment of the due amount, the complainant
deposited cheques bearing nos. 000732, 000731 and 000730 and
Shockingly, the same were returned unpaid to the complainant due to the
reason “payment stopped by drawer” in cheques no. 000732 and 000731
and “Funds Insufficient” in cheque no. 000730.
9. That the said fact was informed to the accused and the complainant was
assured that there was some default on the part of the bank and requested
the complainant to redeposit the cheques after 10 days with the assurance
that the same would be cleared.
10. That trusting the intentions and assurances of the accused, the
complainant deposited the cheques with its banker on 26.12.2024 and
was shocked to learn that the same were dishonored by the bank for the
same reasons as mentioned in para 8 supra. The dishonored slips are
dated 27.12.2024. 000731 and 000730 and Shockingly, the same were
returned unpaid to the complainant due to the reason “payment stopped
by drawer” in cheques no. 000732 and 000731 and “Funds Insufficient”
in cheque no. 000730.
11. That thereafter the dishonourment was communicated to the accused
and was given further false assurances that the due amount would be paid
to the complainant at the earliest. In lieu of the same the accused
requested the complainant to deposit the fourth cheque bearing no.
000733 for the sum of Rs. 53,000/- and the same got cleared.
xxx xxx xxx
13. That having failed to recover the due amount and after the
dishonourment of the aforementioned cheque, the complainant through
counsel issued a legal notice to the accused which was dispatched on
08.01.2025. On receipt of the same, the accused approached the
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VASHIST
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complainant and offered to settle the matter and issued fresh cheques .
These cheques were issued with yet another assurance that the same
would be honored on being presented for clearance.
14. That the accused categorically acknowledged its liability in letter
dated 01.02.2025 and also assured the complainant that the fresh cheques
issued would certainly be honored. The accused also promised to pay the
remaining interest component to the complainant.
15. That the accused nos. 2 & 3 had issued Cheque bearing no. 177029
dated 15.03.2025 for the sum of Rs.4,00,000/-, 177030 dated 17.03.2025
for the sum of Rs.4,00,000/-, and 177032 dated 20.03.2025 for the sum
of Rs.4,44,410/-, drawn on Indian Bank, Baghpat Branch, Uttar Pradesh
in the complainant’s favour with the assurance that the same would be
cleared, but so did not happen .
16. That based on the instructions of the accused nos. 2 & 3 and trusting
the intentions for payment of the due amount, the complainant deposited
cheques bearing nos. 177029 and 177030 on 17.03.2025 and were
returned as dishonored on 18.03.2025, the same was communicated to the
accused and the accused requested for yet another opportunity and
requested the complainant to deposit the cheque dated 20.03.2025 or, its
date with the assurance that the same would be honored and these
amounts would also be cleared. However, so did not happen and all the
cheques were returned as dishonored to the complainant vide return
memos dated 18.03.2025 and 21.03.2025 respectively.
17. That the reasons for the dishonorment as mentioned in the return
memos are Funds Insufficient and PPS not confirmed. Dishonourment
Owing to PPS not confirmed is also attributable to the accused as
6
instructions were not given by the accused to the bank. ”
11. A perusal of the aforesaid averments shows that the complainant
has specifically alleged that Accused No. 2 [petitioner herein] and
Accused No. 3 [Mr. Sanjeev Kumar Jain] were directors of the Company,
and were “ in-charge of looking after the day to day affairs ” thereof. The
complaint further alleges that they were “ personally involved in the
dealings ” with the complainant and specifically attributes to them the
purchase of material on behalf of the Company, issuance of the cheques
6
Emphasis supplied.
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in question, instructions for their presentation, assurances extended upon
their dishonour, and issuance of fresh cheques towards discharge of the
outstanding liability. Thus, the complaint does not merely proceed on the
basis of the petitioner’s designation as a director, but contains specific
averments concerning her alleged involvement in the transactions
forming the subject matter of the complaint.
12. The petitioner has, on the other hand, not placed on record any
sterling, incontrovertible, or unimpeachable material demonstrating that
she could not have been concerned with the transactions forming the
subject matter of the complaint. Her plea that she was not involved in the
day-to-day affairs of the Company, therefore, raises a disputed question
of fact, particularly in view of the specific averments to the contrary
contained in the complaint. She was not an independent or non-executive
director of the Company. Whether the petitioner was, in fact, in charge of
and responsible for the conduct of the business of the Company, and
whether the specific acts attributed to her are ultimately established, are
matters which would have to be determined on the basis of evidence at
trial.
13. It is also relevant that, as per the master data of the Company, the
petitioner was one of the only two directors of the Company. This
circumstance, considered alongside the specific averments contained in
the complaint and in the absence of any unimpeachable material to the
contrary, makes this a fit case for trial to proceed against the petitioner
also.
14. The contention that the petitioner was not a signatory to the
cheques also does not, by itself, warrant quashing of the proceedings. A
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non-signatory director may nevertheless be proceeded against where the
complaint contains the requisite averments showing that such person was
in charge of and responsible for the conduct of the business of the
Company at the relevant time. In the present case, as noticed above, the
complaint contains such averments and further attributes specific acts to
the petitioner in relation to the transactions in question.
15. In view of the aforesaid, the petition, alongwith the pending
applications, is dismissed.
PRATEEK JALAN, J
SEPTEMBER 3, 2026
SS/AD/
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Signed By:PARUL
VASHIST
Signing Date:03.09.2026
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