Specific averments and a partnership deed showing working-partner status justify prosecution; liability remains a trial question.

KEI Industries Ltd. filed a complaint under Section 138 of the Negotiable Instruments Act, 1881, concerning a cheque issued by M/s R.D. Enterprises, a partnership firm.

The petitioner, Rakhi Randhir Aser, and Randhir Dinesh Aser were impleaded as partners of the firm. The complaint alleged that both partners were in charge of and responsible for the day-to-day affairs and operations of the firm; it further alleged that the other partner was the signatory to the cheque

The petitioner sought quashing of the summoning order dated 18 July 2019 under Section 528 of the Bharatiya Nagarik Suraksha Sanhita, 2023, contending that the complaint contained no specific allegation or attribution of role against her.

The complainant produced a Partnership Deed dated 20 June 2009, which described the petitioner and her husband as working partners responsible for and entitled to conduct the firm’s day-to-day functioning. The petitioner held a 40% profit share.

The Court applied Section 528 of the Bharatiya Nagarik Suraksha Sanhita, 2023, which preserves the High Court’s inherent power to prevent abuse of the process of court and secure the ends of justice.

It also considered Section 138 of the Negotiable Instruments Act, 1881, concerning liability arising from dishonour of a cheque, together with the principle governing prosecution of persons in charge of and responsible for the conduct of a partnership firm’s business.

At the quashing stage, the Court assessed whether the complaint disclosed a prima facie basis for proceeding and declined to conduct a conclusive determination of disputed factual matters, such as the petitioner’s actual involvement in the firm’s affairs.

The Court found that the complaint contained a specific averment that the petitioner was a partner and was in charge of and responsible for the firm’s day-to-day affairs and operations.

This was materially supported by the Partnership Deed, which described her as a working partner responsible for the firm’s day-to-day functioning and entitled her to a 40% share in profits.

Consequently, the Court held that there was no apparent abuse of process warranting exercise of its inherent jurisdiction under Section 528 BNSS.

The Court also criticised the petitioner’s failure to initially place the Partnership Deed on record despite asserting that she was an inactive partner.

Nevertheless, it clarified that the petitioner would remain entitled to establish before the Trial Court that, at the relevant time, she was not in charge of or concerned with the day-to-day affairs of the firm. That was treated as a disputed question of fact appropriately determinable during trial rather than in proceedings for quashing.

The interim stay granted on 6 December 2024 was vacated.

The Court preserved the petitioner’s liberty to raise before the Trial Court the factual defence that she was not in charge of or involved in the firm’s day-to-day affairs at the relevant time.