[Cites 12, Cited by 0]
Bombay High Court
Transworld Furtichem Pvt. Ltd. ... vs State Of Maharashtra And Anr. on 19 December, 2025
2025:BHC-AS:56814
Shubhada S Kadam 49-APEAL-1077-2022.doc
IN THE HIGH COURT OF JUDICATURE AT BOMBAY
CRIMINAL APPELLATE JURISDICTION
CRIMINAL APPEAL NO. 1077 OF 2022
Transworld Furtichem Pvt. Ltd. Formerly ...Appellant/
Known As Trans Agro India Pvt. Ltd., . Original
A Company incorporated under the Complainant
provisions of the Companies Act,
Having its registered office at
The Affairs, 1801, 18th Floor, Plot No.9,
Sector 17, Palm Beach Road,
Sanpada, Navi Mumbai - 400 705
Through its authorised representative,
Mr. Shezad Abdul Aziz Ladiwala
V/s.
1 The State Of Maharashtra
Through the office of Government Pleader,
PWD Building, High Court of Bombay
Criminal Appellate Side,
Mumbai - 400 023.
2 Mr. Amit Navandar,
Proprietor of M/s. Gokul Seeds,
Jadhav Mandi, Bambu Galli,
Juna Mondha, Opposite Axis Bank,
Aurangabad-431 001. Respondents
Digitally
signed by
SHUBHADA Mr. Jash Dalia, Advocate for the Appellant.
SHUBHADA SHANKAR
SHANKAR KADAM
KADAM Date: Mr. Yogesh M. Nakhwa, APP for Respondent No.1-State.
2025.12.23
10:30:23 Mr. Yogesh Pallad, Advocate for Respondent No.2.
+0530
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Shubhada S Kadam 49-APEAL-1077-2022.doc
CORAM : R.M. JOSHI, J.
DATE : 19th DECEMBER 2025
Oral Judgment:-
1. This appeal, filed under Section 378(5) of the Code of
Criminal Procedure, 1908, takes exception to the judgment and
order dated 6th November 2019 passed in SCC No. 2781 of 2017
for the offence punishable under Section 138 of the Negotiable
Instruments Act, 1881, thereby acquitting the accused.
2. It is the case of the complainant before the Magistrate that
respondent No. 2/Accused approached Trans Agro India Private
Limited for distributorship of seeds and pesticides. A dealership
proposal form with a security cheque was obtained. Respondent
No. 2 is said to have raised a purchase order via email with Trans
Agro on 11th August 2016. Accordingly, Trans Agro supplied the
ordered goods and raised an invoice. Thereafter, on 23rd August
2016, another purchase order was raised by Respondent No. 2 with
Trans Agro, and goods were supplied on 29th August 2016. It is
further the case of the complainant that Trans Agro filed a company
scheme petition before the National Company Law Tribunal for
amalgamation into the appellant company. As per the amalgamation
scheme, the appointed date for the purposes of the Income Tax Act,
1961 was 1st April 2015, whereas the effective date was 19th June
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2017, being the date on which the order of the appropriate authority
under Sections 391 to 395 of the Companies Act came to be filed
with the Registrar of Companies. Thus, with effect from the
appointed date up to and including the effective date, the transferor
company, i.e. Trans Agro, undertook to preserve and carry on its
business with reasonable diligence and business prudence.
3. It is the case of the complainant that the amalgamation order
came to be passed by the National Company Law Tribunal (NCLT)
on 27th April 2017, whereas the impugned cheque issued by
respondent No. 2 in favour of Trans Agro was also dated 27 th April
2017, and it was towards discharge of a legally enforceable debt.
The said cheque came to be deposited on 4 th May 2017, and on
dishonour of the said cheque for the reason of insufficient funds, a
statutory notice under Section 138 of the Negotiable Instruments
Act came to be issued on 16th May 2017 on behalf of Trans Agro.
Since there was non-payment of the requisite amount within the
stipulated time, a complaint came to be filed before the Court on 1 st
July 2017. The complainant led evidence before the Trial Court, and
by the impugned judgment and order dated 6 th November 2019, the
Trial Court dismissed the complaint. Hence, this appeal.
4. Learned counsel for the complainant/appellant herein submits
that, in view of the presumption under Sections 118 and 139 of the
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Negotiable Instruments Act, the Trial Court ought to have held that
the cheque in question issued was in respect of discharge of a
legally enforceable debt. It is his further contention that the said
cheque was issued after filling in all particulars, including the
amount of the cheque. It is his submission that the defence taken
by the accused regarding issuance of the cheque by way of security
is not tenable, as the cheques issued towards security were never
presented for realization. He further argues that all requisite
compliances for filing a valid complaint under Section 138 of the
Negotiable Instruments Act were fulfilled by the complainant. It is
submitted that the accused failed to reply to the statutory notice
issued on behalf of the complainant. It is further submitted that the
Trial Court committed an error in dismissing the complaint on
incorrect appreciation of law and erred in holding that before
presenting the cheque for encashment, no notice was issued to the
accused. It is also submitted that the Trial Court committed a
serious error in holding that there was no notice of amalgamation to
the accused. To support this submission, reliance was placed on
the notification issued by the Ministry of Corporate Affairs dated 14 th
December 2016. It is submitted that under Rule 6, notice of the
meeting is required to be issued to creditors or members. According
to him, in respect of other persons, notice under Rule 7 by way of
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advertisement is sufficient. Finally, it was argued that the Trial Court
erred in not considering the fact that the complainant placed on
record the advertisement published in the newspaper, and therefore
there was due compliance of Rule 7. Thus, it is submitted, relying
upon the following judgments, that the complaint ought to have
been allowed and the impugned order cannot be sustained;
1. Rohitbhai Jivanlal Patel versus State of Gujarat and anr.
(2019) 18 SCC 106;
2. Associated Cement Co. Ltd. Versus Keshvanand AIR 1998
SC 596;
3. M.M.T.C. Ltd. And ors versus Medchi Chemicals & Pharma
(P) Ltd. And ors. AIR 2002 SC 182;
4. MSR Leathers versus S. Palaniappan and ors. (2013) 1 SCC
177.
5. Learned counsel for the original accused supported the
impugned judgment and order by contending that there is limited
scope for causing interference in an order of acquittal. It is argued
that unless the findings recorded by the Trial Court are perverse,
the same should not be interfered with by the Appellate Court. It is
argued that the witness of the complainant accepted that the
complainant had given notices to its debtors and creditors regarding
the amalgamation of petition; however, no such notice was placed
on record. It is further submitted that mere production of the
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advertisement in the newspaper is not sufficient to hold that such
notice was published, and it was incumbent upon the complainant
to prove the same. In the absence of any proof of such notice, it
cannot be said that the findings recorded by the Trial Court are
perverse.
6. No doubt, Sections 118 and 139 of the Negotiable
Instruments Act provide for a presumption in favour of the
negotiable instrument that the same has been issued in discharge
of a legally enforceable debt. Apart from this, the complainant was
in a position to place before the Trial Court various documents
indicating purchase orders of the respondent-accused, as well as
the act of issuance of the cheque in question. There is further no
dispute about the fact that the necessary requirements for the
purpose of filing a valid complaint were fulfilled. Now the question
arises as to whether the order dismissing the complaint, based on
the findings recorded by the Trial Court, is perverse or is a possible
finding. Needless to say, in the case of a judgment of acquittal, the
Appellate Court is expected to consider whether the Trial Court has
failed to take cognizance of material evidence on record, and
whether consideration of such material would have changed the
outcome of the proceedings. It is a settled position of law that
ordinarily a judgment of acquittal should not be interfered with
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unless perversity is shown or the judgment in question has resulted
in miscarriage of justice.
7. The learned Trial Court, in paragraph 15 of the impugned
judgment, held that the witness of the complainant stated that
notices were given to the debtors and creditors regarding the
amalgamation petition. The relevant rules framed by the competent
government indicate that, as per Rule 7, an advertisement is
required to be issued before amalgamation for giving notice. Thus,
it cannot be said that the observations of the Trial Court regarding
the requirement of issuance of notice under Rule 7 are perverse in
any manner. Now, it is required to be seen whether the complainant
has proved the said contention of issuance of notice under Rule 7.
Admittedly, though production was permitted by the Trial Court with
regard to the alleged newspaper publication, however, admittedly
the said newspaper and the publication of the advertisement therein
has not been proved by the complainant by leading evidence. The
consequence of not proving the said advertisement is that there is
no evidence to indicate that any such advertisement was issued.
The findings recorded by the Trial Court are therefore in
consonance with the evidence on record, and consequently, it
cannot be held that the impugned judgment is contrary to the
provisions of law or perverse in any manner.
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8. Needless to emphasize that the burden is always upon the
complainant to prove the charge or the guilt of the accused beyond
reasonable doubt in a criminal trial. The issues raised by the
accused are germane in nature and go to the root of the
maintainability of the complaint itself. Having regard to the aforesaid
position, this Court finds no substance in the challenge to the
impugned judgment and order passed by the Trial Court acquitting
the accused of the charges. In such circumstances, the appeal
deserves to be dismissed and accordingly stands dismissed.
(R.M. JOSHI, J.)
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