[Cites 21, Cited by 0]
Delhi High Court
Mr. Ashwani Kumar Singh And Others & Ors vs M/S Vyagrah Infrastructures Pvt. Ltd on 9 February, 2026
Author: Neena Bansal Krishna
Bench: Neena Bansal Krishna
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Reserved on: 10th November, 2025
Pronounced on: 09th February, 2026
+ CRL.M.C. 206/2021, CRL.M.A. 6385/2022 , CRL.M.A. 6979/2022
and CRL.M.A. 8548/2025.
1. MR. ASHWINI KUMAR SINGH
NE Independent Director
C/o M/s MBL Infrastructures Ltd.
At-Baani Corporate One Tower,
Suite # 303, 3rd Floor,
Plot No.5, District Commercial Centre,
Jasola, New Delhi- 110025
2. MR. DARSHAN SINGH NEGI
C/o M/s MBL Infrastructures Ltd.
At-Baani Corporate One Tower,
Suite # 303, 3rd Floor,
Plot No. 5, District Commercial Centre,
Jasola, New Delhi- 110025
3. MS. SUNITA PALTA
NE Independent Director
C/o M/s MBL Infrastructures Ltd.
At-Baani Corporate One Tower
Suite # 303, 3rd Floor
Plot No. 5, District Commercial Centre
Jasola, New Delhi- 110025
4. MR. BHAGWAN SINGH DUGGAL
NE Independent Director
C/o M/s MBL Infrastructures Ltd.
At-Baani Corporate One Tower
Suite # 303, 3rd Floor
CRL.MC.206/2021 Page 1 of 10
Signature Not Verified
Signed By:VIKAS
ARORA
Signing Date:11.02.2026
16:01:13
Plot No. 5, District Commercial Centre
....Petitioners
Through: Ms. Anusuya Salwan and Mr. Rachit
Wadhwa, Advocates.
versus
M/S VYAGRAH INFRASTRUCTURES PVT. LTD.
Through its Director Mr. Ajay Kumar Bansal
Flat No. 112, Sector 16B, Vasundhara
Ghaziabad (UP), PIN-201012
.....Respondent
Through: None.
CORAM:
HON'BLE MS. JUSTICE NEENA BANSAL KRISHNA
J U D G M E N T
NEENA BANSAL KRISHNA, J.
1. Petition under Section 482 of the Code of Criminal Procedure, 1973
(hereinafter referred to as „Cr.P.C‟), has been filed on behalf of the
Petitioners for setting aside the Summoning Order dated 03.04.2018 passed
Ld. MM in CC No.9804/2017 and quashing of CC No.9804/2017 under
Section 138 of the Negotiable Instruments Act, 1881 (hereinafter referred to
as „NI Act‟).
2. Brief facts are that Respondent/Complainant, M/s Vyagrah
Infrastructures Pvt. Ltd. had filed CC No.9804/2017 under Section 138 NI
Act against the Petitioners in respect of alleged dishonour of Cheque
No.315005 dated 25.04.2017 for Rs.21,90,905/- drawn on Yes Bank, South
Extension, New Delhi, due to „insufficiency of funds‟.
3. Ld. MM, vide Order dated 03.04.2018, took cognizance of the said
Complaint and summoned the Petitioners, among other accused and directed
them to appear on 01.08.2018. On the next date of hearing, i.e. 01.08.2018,
it was noticed that summons had not been issued against the Petitioners
herein and summons were again directed to be issued on that day.
4. Accused Nos.1 and 2/M/s MBL Infrastructures Limited and Mr.
Anjanee Kumar Lakhotia therein, were the Company and its Managing
Director. Accused No.1 Company appeared before the Court of Ld. MM at
the first instance, on 07.09.2018 through its counsel and authorized
representative namely, Dushyant Singh. Accused No.2 also appeared in
response to the summons in the Complaint Case.
5. Notice under Section 251 Cr.P.C. was framed against him, to which,
he pleaded not guilty.
6. Petitioners have challenged Summoning Order and the
Complainant against them on the ground that they are neither the
Managing Director nor Signatory to the Cheque in question. Moreover, in
the absence of necessary and mandatory averments of „in charge of, and
responsible for the conduct of business of the company‟ which is sine qua
non for the vicarious liability under Section 141 NI Act, Petitioners have
been wrongly summoned in the present case.
7. Reliance is placed on S.M.S. Pharma vs. Neeta Bhalla, (2005) 8 SCC
89; National Small Industries Corporation vs. Harmeet Singh Paintal and
Anr., (2010) 3 SCC 330; and State of Haryana vs. Bhajan Lal and Ors.,
1992 Supp (1) SCC 335.
8. It is further submitted that Petitioner Nos.1, 3 and 4, namely, Mr.
Ashwini Kumar Singh, Ms. Sunita Palta and Mr. Bhagwan Singh Duggal
are Non-Executive and Independent Directors of the Accused
Company. Petitioner No.2/Mr. Darshan Singh Negi has been erroneously
described, in the Memo of Parties, as a Director, while he is the Chief
Financial Officer (CFO) of the Company. Therefore, their roles, as
statutorily defined under Companies Act, 2013, do not sustain summoning.
9. An Independent, Non-Executive Director, as defined in Sections 149
and 150 of the Indian Companies Act, 2013 as well as SEBI (Securities and
Exchange Board of India) Listing Agreement and RBI Master Circular
{RBI/2012-13/43 dated 02.07.2012), describes that they have connection
with management of the Company and only serve a statutory function in
view of the mandatory requirement in law for a listed Public Company like
the Accused Company, which is supposed to have one-half of the Directors
on its board as Independent Directors.
10. Reliance is placed on Pooja Ravinder Devidasani vs. State of
Maharashtra & Anr., (2014) 16 SCC 1; Chintalapati Srinivasa Raju vs.
SEBI, 2018 SCC OnLine SC 586; Sunita Palta and Ors vs. M/s Kit
Marketing Pvt. Ltd., CRL.M.C.1410/2018; and Sudeep Jain vs. ECE
Industries Ltd., 201 (2013) DLT 461.
11. Reliance is placed on K.P. Balraj vs. Raja Arora,
CRL.M.C.3303/2016 decided on 23.02.2017, wherein a Co-ordinate Bench
of this Court had referred to Indian Companies Act, 2013 as well as SEBI
Listing Agreement and RBI Master Circular, to hold that Independent
Directors cannot be in charge of management of Company and the
Complaint was quashed against them.
12. Furthermore, Petitioner Nos.1 and 4, namely, Mr. Ashwini Kumar
Singh and Mr. Bhagwan Singh Duggal were also under suspension by
operation of law, on the date of accrual of cause of action, since the Accused
Company was undergoing insolvency proceedings under the Insolvency and
Bankruptcy Code, 2016 vide order dated 30.03.2017 before the NCLT,
Kolkata. The said insolvency was declared vide a Public Notice issued a day
or two after said Order and the entire Board of the Accused Company was
replaced by an NCLT appointed Insolvency Resolution Professional (IRP).
13. Therefore, prayer is made that Summoning Order dated 03.04.2018
passed Ld. MM in CC No.9804/2017 be set aside and CC No.9804/2017
under Section 138 NI Act be quashed.
14. Reply has been filed on behalf of the Respondent/M/s Vyagrah
Infrastructures Pvt. Ltd. wherein the contentions made by the Petitioners
are opposed.
15. It is submitted that that the Petitioners have wilfully concealed about
the Revision Petition preferred by the Petitioners before Ld. District and
Sessions Judge, South East District, Saket Court bearing No.159/2020 titled
„Darshan Singh Negi vs. M/s Vyagrah Infrastructure Pvt. Ltd.‟ seeking the
same relief. The said Petition was dismissed as withdrawn.
16. The accused Company and its Chief Managing Director have also
filed a Petition under Section 482 Cr.P.C titled „MBL Instrastructure vs. M/s
Vyagrah Infrastructures Pvt. Ltd.‟, Crl. M.C. No. 2510/2019 seeking similar
relief of quashing of summoning Order dated 03.04.2018.
17. The accused Compnay has duly replied to the legal demand Notice
vide Letter dated 26.07.2017 where they stated that "we are in receipt of
your legal notice dated 10.07.2017. We had issued Cheque No.315005 dated
25.04.2017 drawn on Yes Bank, D-12, South Ex. Part-II, New Delhi for
Rs.21,90,905/- in full and final settlement, subject to your client vacating the
site". The Petitioners were also served with a legal Notice. However, none
of them have responded.
18. It is further submitted that there is no certified FORM 32 annexed
with the Petition qua Petitioner No.1 and 3. It is doubtful that any such form
was every submitted before appropriate Authority. The electronic records
are not submitted with a Section 65B Evidence Act Certificate.
19. It is further submitted that Petitioner No.2/Darshan Singh Negi is the
"Chief Financial Officer" of the accused Company who, Vide letter
30.05.2016, gave consent to that effect.
20. Hence, the present Petition is liable to be dismissed.
21. Rejoinder and Written Submissions have been filed by the
Petitioner essentially reiterating the grounds taken in the Petition.
Submissions heard and record perused.
22. Petitioner Nos.1, 3 and 4, namely, Mr. Ashwini Kumar Singh,
Ms. Sunita Palta and Mr. Bhagwan Singh Duggal have sought setting aside
of Summoning Order dated 03.04.2018 and quashing of CC No.9804/2017
against them, on the grounds that they are Non-Executive and Independent
Directors of the Company.
23. Thus, first and foremost what needs to be ascertained is who is an
Independent Director and under what circumstances can a Director be
liable for the acts of an Accused Company?
24. Herein, reference can be made to Section 2(47) Companies Act,
2013 which states that an "independent Director" means an independent
Director referred to in sub-section (6) of Section 149.
25. Section 149(6) Companies Act, 2013 thus, defines that an
independent Director is a director who is not a Managing Director, Whole-
Time Director, or Nominee Director, and who meets specific criteria related
to integrity, expertise, who has / had no pecuniary relationship, other than
remuneration as such Director, and independence from the Company‟s
promoters and Management. An independent director does not hold any
security or interest in the Company or its subsidiary or associate company.
26. Furthermore, Section 149(12) of the Companies Act, 2013 provides
a protective framework for Independent Directors and Non-Executive
Directors (not being promoter or key managerial personnel), by limiting
their liability. It holds them accountable only for acts of omission or
commission by the Company that occurred with their knowledge, gained
through Board processes, and with their consent, connivance, or due to their
failure to act diligently.
27. Furthermore, it is trite law that under criminal jurisprudence is that
where the accusations are against a Company of having committed a
criminal offence, its Directors do not ipso facto become the accused persons.
28. In the present case, the Petitioners have substantiated their claim that
they served as Non-Executive and Independent Directors of the accused
Company, for which they have placed reliance on FORM-32 DIR-12.
Perusal of said form shows that indeed these three were the Independent
and Non-Executive Directors of the Company.
29. This aspect was considered in the case of Shiv Kumar Jatia vs. State
of NCT of Delhi, (2019) 17 SCC 193 wherein the Apex Court reaffirmed its
views in the case of Sunil Bharti Mittal (supra), where it was inter-alia held
that Individual Directors can be made accused only if there is sufficient
material to prove their active role coupled with criminal intent. The criminal
proceedings were quashed against the accused, who was a Managing/Non-
Independent Executive Director.
30. Similar observations have been made by the Apex Court in the case of
K.S. Mehta vs. M/s Morgan Securities and Credits Pvt. Ltd., 2025 INSC 315
wherein the Complaint lacked specific averments that would have
established a direct nexus between the Appellants and the financial
transactions in question or demonstrate their involvement in the Company's
financial affairs and the documents on record confirmed the non-executive
status of the Appellants/Directors, underscoring their limited role in
governance without any Executive decision-making authority. It was held
that merely because the Appellants/Directors attended Board Meetings,
does not automatically translate into control over financial operations.
Hence, unless direct involvement of the Directors is established, they cannot
be held vicariously liable under the Act, 1881.
31. In the present case, the Complaints themselves admit that payments
were made to the Accused No.1 Company, and not to any of the individual
Petitioners. In view of aforesaid law and also considering that Petitioner
Nos.1, 3 and 4, namely, Mr. Ashwini Kumar Singh, Ms. Sunita Palta and
Mr. Bhagwan Singh Duggal are Non-Executive Directors of the Company,
they cannot be held in-charge / responsible for the day of day affairs of the
Company. Therefore, Summoning Order dated 03.04.2018 passed Ld. MM
in CC No.9804/2017 is set aside and CC No.9804/2017 under Section 138
NI Act is quashed against Petitioner Nos.1, 3 and 4, namely, Mr. Ashwini
Kumar Singh, Ms. Sunita Palta and Mr. Bhagwan Singh Duggal.
32. In so far as Petitioner No.2, Mr. Darshan Singh Negi is concerned,
the position is materially different. It is not disputed that he was the Chief
Financial Officer (CFO) of the Accused Company, at the relevant time. The
role of a CFO, by its very nature, is intrinsically connected with the financial
administration, accounting, and management of monetary transactions of the
Company. Unlike Independent or Non-Executive Directors, a CFO forms
part of the Key Managerial Personnel and is actively involved in the day-to-
day financial affairs of the Company.
33. Herein, it is pertinent to refer to Section 2(51) of the Companies Act,
2013, which is reproduced as under:
"Section 2 (51) "key managerial personnel", in relation to a
company, means--
(i) the Chief Executive Officer or the managing director or the
manager;
(ii) the company secretary;
(iii) the whole-time director;
(iv) the Chief Financial Officer;
(v) such other officer, not more than one level below the directors who
is in whole-time employment, designated as key managerial personnel
by the Board; and
(vi) such other officer as may be prescribed"
34. Whether Petitioner No.2 actually exercised such control or had
knowledge of the transaction is a matter of trial and cannot be conclusively
adjudicated in proceedings under Section 482 Cr.P.C. Therefore, no ground
is made out for interference with the Summoning Order qua Petitioner
No.2.
Conclusion:
35. Petition is allowed partially and Summoning Order dated 03.04.2018
passed Ld. MM in CC No.9804/2017 is set aside, and the proceedings under
Section 138 NI Act against Petitioner Nos.1, 3 and 4, namely, Mr. Ashwini
Kumar Singh, Ms. Sunita Palta and Mr. Bhagwan Singh Duggal, is quashed.
36. However, there is no ground to quash the summoning Order against
Petitioner No.2, Mr. Darshan Singh Negi, which is upheld and the Petition
viz-a-viz him, is hereby, dismissed.
37. Pending Applications, if any, also stand disposed of.
(NEENA BANSAL KRISHNA)
JUDGE
FEB RUARY 09, 2026/R
