Bombay High Court
Arvind Singla vs The State Of Maharashtra And Anr. on 18 August, 2025
HEMANT
2025:BHC-AS:36193 H.C. SHIV 24.W3184.18.DOC
CHANDERSEN
SHIV
IN THE HIGH COURT OF JUDICATURE AT BOMBAY
Digitally signed by
HEMANT CRIMINAL APPELLATE JURISDICTION
CHANDERSEN SHIV
Date: 2025.08.22 CRIMINAL WRIT PETITION NO.3184 OF 2018
18:40:19 +0300
Arvind Singla
Aged 38 years, residing at
House No.1378, Sector 33-C,
Chandigarh 160 047 ...Petitioner
Versus
1. State of Maharashtra
2. Ingram Micro India Pvt. Ltd.
having its office at Godrej IT Park,
B-Block, 5th Floor,
Pirojshah Nagar, LBS Road,
Vikhroli (W), Mumbai 400 079 ...Respondents
Mr. Aditya Mithe i/b Esha Joshi and Krishna Jawari for the
Petitioner.
Mr. Kiran Shinde APP for Respondent No.1-State.
Mr. Kedar Wagle with Lisa Rasquinha Sagar Wagle and Kashyap
Samant for Respondent No.2.-Complainant
CORAM : SHYAM C. CHANDAK, J.
DATE : 18th AUGUST 2025
JUDGMENT :
. Present Petition is filed under Article 227 of the
Constitution of India and Section 482 of the Code of Criminal
Procedure against the impugned Order dated 28/06/2018, in
Criminal Revision Application No.257 of 2018, passed by the
learned Adhoc Additional Sessions Judge, City Civil and Sessions
Court, Greater Mumbai. Thereby, the said Revision was dismissed.
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2. Heard Mr. Mithe, the learned Counsel appearing for the
Petitioner, Mr. Shinde, the learned APP appearing for the
Respondent No.1-State and Mr. Wagle, the learned Counsel
appearing for Respondent No.2. Perused the record.
3. Rule. Rule is made returnable forthwith and taken up for
hearing finally with the consent of the parties.
4. The facts giving rise to this petition are that, Respondent
No.2-complainant has filed a Cri. Complaint No.923/SS/2016 in
the Court of learned Metropolitan Magistrate, 72 nd Court at
Vikhroli, Mumbai. Therein the complainant has alleged an offence
under Section 138 of the Negotiable Instruments Act, 1881 ("the
Act") against M/s Bell Enterprises, Petitioner/Accused No.1,
Deepak Singla/Accused No.2 (A-2) and Smt. Shaveta
Singla/Accused No.3 (A-3).
5. The case of the complainant is that, it deals in IT hardware
and software products including Telecommunication etc. M/s Bell
Enterprises is a partnership firm ("M/s Bell") of which Petitioner
and A-2 were the partners. Petitioner and A-2 were looking after
the day to day working of M/s Bell. The complainant alleged that,
at the relevant time, the Petitioner and A-2 had approached the
complainant to purchase certain products/goods, representing
that they had capacity to pay for the products purchased. Relying
on their representation, the complainant had agreed to supply the
products to M/s Bell on regular basis and entered into a contract
to that effect. It is alleged that, as per the said contract the
complainant had supplied the products to M/s Bell as per the
order placed by the Petitioner and A-2, who were active in the
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administration, management, functioning and day to day decision
making process of M/s Bell. It is alleged that in order to create a
false and misleading impression in the mind of the complainant
that the future supplies would be paid for, M/s Bell made certain
payments, when the invoices were raised by the complainant.
It is alleged that as on 31/08/2016, M/s Bell owed a balance
of Rs.4,04,52,050.64/- for the goods supplied by the complainant
from time to time. To settle this debt, a cheque bearing number
553962, dated 10/07/2016, for an amount of Rs.4,00,00,000/-
was issued by A-2 on behalf of M/s Bell. The cheque was drawn on
the State Bank of India. Subsequently, by a letter dated
15/07/2016, addressed to the complainant and signed by A-2, the
issuance of the cheque was acknowledged. However, in the same
letter, A-2 has informed the change in the constitution of the firm,
M/s bell, stating that the Petitioner had retired from M/s Bell
w.e.f. 14/06/2016 and A-3 has been inducted as a new partner.
It is alleged that the complainant presented the said cheque
for encashment through its banker HDFC Bank Ltd., Vikhroli,
Mumbai. But the cheque returned dishonoured for the reason of
"insufficient funds" alongwith the memo dated 23/08/2016 issued
by the banker of the complainant. The complainant received that
memo on 02/09/2016. This is followed by the statutory notice
dated 08/09/2016, issued to M/s Bell, Petitioner, A-2 and A-3,
which was received by M/s bell and all the three accused
separately. The Petitioner and A-2 responded the notice with their
separate reply dated 28/09/2016 and 16/09/2016, respectively. In
his reply, the Petitioner has stated that under a "Modified
Partnership Deed" dated 14/06/2016 ("the deed"), the Petitioner
had retired. Thus, he was ceased to be the partner of M/s bell
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w.e.f. 14/06/2016. Therefore, he was not liable to pay the amount
of the dishonoured cheque. The other accused persons also did not
comply with the statutory demand notice within the stipulated
time. Thus, the 'cause of action' arose on 27/09/2016 and the
complaint was filed in the said case on 26/10/2016.
6. The learned Metropolitan Magistrate considered the
complaint, the verification statement and the documents enclosed,
and directed to issue process against all the accused for the said
offence under Section 138 of the Act vide order dated 06/12/2017.
7. The Petitioner challenged the correctness, legality, and
propriety of the Order dated 06/12/2017 by filing the aforesaid
Revision Application. After considering the facts of the case and
the rival submissions, the learned Adhoc Additional Sessions
Judge held that, in view of the provision of Section 32 of the
Partnership Act and the facts of the case, without giving the
parties an opportunity to prove their case by way of evidence, by
any stretch of imagination it cannot be said that the retirement of
the Petitioner would totally absolve him from liability in respect of
the cheque. As a result, the learned Judge dismissed the revision.
8. Mr Mithe, the learned counsel for the Petitioner at the out
set, conceded that the cheque was issued and signed by A-2; that,
the Petitioner was a partner in M/s Bell during the period when
the goods were supplied; that, a copy of the deed was not enclosed
with the notice dated 15/07/2016, issued by A-2; that the Non-
Judicial stamp (1st page) used to scribe the deed, does not bear the
date of purchase of the stamp paper, details of its vendor and
details of the person who had purchased it; and that, the deed
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appears to be notarised but it does not bear its registration
number recorded in the register of the Notary concerned.
9. In the aforesaid factual background, Mr Mithe, the learned
counsel for the Petitioner emphatically submitted that in the said
deed it has been clearly stated that, after the retirement of the
Petitioner, all the financial liabilities of M/s Bell will be
shouldered by A-2 and A-3. The retirement of the Petitioner was
notified to everyone by way of the 'Public Notice' dated
28/06/2016. Thus, according to him, the legal requirements under
the Partnership Act were complied in respect of the retirement of
the Petitioner from M/s Bell. He has submitted that although a
copy of the deed was not enclosed with the notice dated
15/07/2016 issued by A-2, the purport of the said deed was well
mentioned in the said notice. As such, even by way of an
imagination, it cannot be said that the Petitioner was legally
liable/responsible to pay the dishonoured cheque amount to the
complainant. In this background, the Order of the issue process
was bad in law. However, the Revision Application of the
Petitioner, challenging the said Order, has been dismissed. Thus,
both the Orders are erroneous and liable to be quashed and set
aside.
10. In contrast, Mr. Wagle, the learned Counsel for the
complainant submitted that the arrangement in the deed in
question is restricted to M/s bell and its partners because the
complainant was not party to that. As such, whatever has been
agreed amongst the accused persons/the partners of M/s Bell, it
cannot be acted and used against the complainant. In addition, he
has submitted that the retirement of the Petitioner is not in
accordance with the procedure prescribed in law. In view of the
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shortcomings noticed in respect of the notarised deed, Mr. Wagle
submitted that said document is a false and fabricated one.
Further, he submitted that, considering the facts of the case in the
light of the provisions of said Section 141 (2), since beginning
there was connivance amongst the accused persons including the
Petitioner, therefore, they let the cheque dishonour, without any
intention to pay its amount when demanded. Hence, the revisional
Court has held that without testing the merits of the case, it is not
possible that the said deed is sufficient to absolve the Petitioner
from the penal liability of section 138 of the Act.
11. I have carefully considered the rival submission in the
background facts and the documents available on record. On a
scrutiny of the deed in question, it appears that, under that deed,
the Petitioner has been allegedly retired as the partner of M/s Bell,
w.e.f. 14/06/2016. Said fact was conveyed to the complainant in
the notice dated 15/07/2016, issued by A-2, but without enclosing
a copy thereof. The reason of not enclosing such copy is not
forthcoming.
12. On perusal, it is apparent that the 1 st page of the deed was
typed on a Non Judicial stamp and the deed was allegedly
executed/signed before the Notary concerned. However, the
registration number is missing from the deed, which is, normally,
entered in the relevant register maintained by such Notary. It is
common experience that such registers are maintained by each
Notary as a record of their work and for the purpose of its
inspection, whenever required by law. The Non Judicial stamp (1st
page) of the deed does not bear the date of its purchase, details of
its vendor and the details of the person who had purchased it with
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his signature. These shortcomings are not explained in the
Petition. Even Mr. Mithe could not justify the same.
13. No doubt, the Petitioner claims that a 'Public Notice' was
issued by M/s Bell, thereby the alleged retirement of the Petitioner
as the partner was proclaimed for the knowledge of public at large.
On a query, Mr. Mithe replied that M/s Bell is a registered
partnership firm. However, whether the fact of the retirement was
updated in the record/office of the 'Registrar of Firms' is not clear
from the record. Mr. Mithe could not throw any light on this
aspect, which is relevant under Section 63 of the Indian
Partnership Act, 1932.
14. In this background, it cannot go unnoticed that, the
retirement of the Petitioner as the partner and, the dishonour of
the cheque, both the events occurred in the close proximity. The
Petitioner has failed to provide a satisfactory explanation for the
sudden decision to retire and to include A-3 as the partner.
15. Clause 15 in the deed states : "That, all stocks of the firm
having approximately value of Rs.50,00,00,000/- (Rs. Fifty
Crores Only) has been handed over to the existing partners of the
firm and the any type of recovery of the outstanding amount of
debtors of the firm from the market will be paid to the retiring
partner of this deed i.e. Shri Arvind Singla. For it, new bank
Account of firm be opened & operated by Arvind Singla."
From this clause it is clear that, before his retirement, the
Petitioner was very much vigilant to get his share in the
outstanding amount of M/s Bell. Therefore, the accused partners
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wanted a separate account in the name of M/s Bell but operated by
the Petitioner. It is not the case that the earlier such bank account
was closed. Again, this circumstance has remained unexplained by
the Petitioner. The aforestated clause 15 indicates that M/s Bell
was in a good financial state. It is surprising that although the
Petitioner was retiring, he was interested in the money receivable
to him, post his retirement. However, he was not equally
interested to ensure that, the complainant will be paid his dues on
time.
16. The bank statement produced with the Petition indicates
that the complainant had supplied the goods worth more than
Rs.8 crores and more than Rs.4 crores were due from M/s Bell.
This circumstance permits to infer that before the retirement of
the Petitioner as the partner, the entire supplied goods were either
used up or sold by the accused persons/the partners, to meet their
needs. However, how they have used the goods or utilised the sale
proceeds, is not explained. The Petitioner has not explained as to
what occupation he has been engaged in, post his retirement.
Thus, an adverse inference can be drawn against the Petitioner.
17. Section 141 (2) of the Act provides that, "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.
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18. In the backdrop of the aforesaid discussion; looking at the
infirmities noted in respect of the said deed; the proximity
between the said deed and dishonour of the cheque; and the
promptness in filing of the said case; prima facie it appears that
said deed is not a proper legal document and not a sterling
incontrovertible material. As such, there is substance in the
submission made by Mr. Wagle. Therefore, accepting the said
deed at this stage and throwing out the complainant's case against
the Petitioner without the full fledged trial, is not permissible. This
is not the purpose of the law governing the proceedings under
Section 138 of the Act.
19. In view of above discussion, there is no infirmity in the
impugned Order. In fact, the said order is based on appreciating
the material on record as expected to the law. Hence, the said
Order does not warrant an interference of this Court. As a result,
the Petition is liable to be dismissed and is dismissed, accordingly.
20. Although the Order of issue process and the impugned
Order passed by the rivisional Court were correct and lawful, the
Petitioner unnecessarily challenged the said Orders by filing this
Petition and thus, protracted the proceedings before the trial
Court. Therefore, the Petitioner shall pay a costs of Rs.10,000/- to
the complainant.
21. Hence, following Order is passed :-
(i) The Petition is dismissed.
(ii) The Petitioner shall pay a costs of Rs.10,000/-
to the complainant within a period of two
weeks from the date of uploading of this order
on the official website of this Court.
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(iii) The trial Court is requested to expedite the
hearing of the said case pending before it and
endeavor to dispose of the same at the earliest,
without affecting the other case requiring
expeditious disposal.
(iv) The parties shall cooperate the trial Court and
shall not seek unnecessary adjournments.
(v) The Petition is disposed of in the aforesaid
terms.
22. It is made clear that the aforesaid observation and reasons
recorded in this Order are prima facie in nature. The trial Court
shall decide the said case on its own merits without getting
influenced by the said observation and reasons in this order.
(SHYAM C. CHANDAK, J.)
18th August 2025
