K.K.Chithiran vs State Of Kerala
2025 Latest Caselaw 10505 Ker

Kerala High Court

K.K.Chithiran vs State Of Kerala on 5 November, 2025

Author: C.S.Dias

Bench: C.S.Dias

                                                 2025:KER:83819
CRL.MC NO. 6315 OF 2021

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            IN THE HIGH COURT OF KERALA AT ERNAKULAM

                             PRESENT

               THE HONOURABLE MR.JUSTICE C.S.DIAS

WEDNESDAY, THE 5TH DAY OF NOVEMBER 2025 / 14TH KARTHIKA, 1947

                     CRL.MC NO. 6315 OF 2021

        AGAINST THE ORDER/JUDGMENT DATED IN CC NO.1610 OF 2017

OF JUDICIAL FIRST CLASS MAGISTRATE COURT, TRIPUNITHURA

PETITIONER/2ND ACCUSED:

            K.K.CHITHIRAN
            AGED 66 YEARS
            S/O. K.B.KARUNAKARAN, KAITHAVALAPPIL HOUSE,
            PALLIPORT P.O, PIN-683 515.


            BY ADV SHRI.K.V.VIMAL


RESPONDENTS/STATE & COMPLAINANT:

    1       STATE OF KERALA
            REPRESENTED BY PUBLIC PROSECUTOR, HIGH COURT OF
            KERALA, COCHIN-682 031.

    2       SREEKUMAR
            AGED 40 YEARS
            S/O. SARASWATHY, KADAVITHRA HOUSE, UDAYAMPEROOR
            P.O., ERNAKULAM, PIN-682 307.

            SRI.M.P.PRASANTH, SR.PP


     THIS CRIMINAL MISC. CASE HAVING COME UP FOR ADMISSION ON
05.11.2025, THE COURT ON THE SAME DAY PASSED THE FOLLOWING:
                                                    2025:KER:83819
CRL.MC NO. 6315 OF 2021

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                         C.S.DIAS, J.
             ---------------------------------------
               Crl.M.C. No. 6315 of 2021
            -----------------------------------------
       Dated this the 5th day of November, 2025

                          ORDER

The petitioner is the 2nd accused in C.C.No.1610 of

2017 on the file of the Court of the Judicial Magistrate of

First Class, Thrippunithura, which has been filed by the

2nd respondent alleging commission of the offence

punishable under Section 138 of the Negotiable

Instruments Act, 1881 ('Act', in short). The petitioner

contends that even if the allegations in Annexure A1

complaint are taken on its face value, the same will not

attract the offence against the petitioner. The petitioner is

not the Managing Director of the 1 st accused-company.

The petitioner has never been in charge of the affairs of

the 1st accused-company. The petitioner has not signed or

issued the cheque on behalf of the 1 st accused-company.

As per Annexure A3 certificate issued by the Registrar of 2025:KER:83819 CRL.MC NO. 6315 OF 2021

the Companies, Ernakulam, it is evident that the

petitioner is not the Managing Director. The petitioner

has no knowledge about the transaction. The complaint

has been filed on a total misunderstanding of the facts.

Therefore, Annexure A1 complaint may be quashed.

2. I have heard the learned Counsel for the

petitioner and the learned Public Prosecutor.

3. The crux of the petitioner's contention is that he

is not the Managing Director of the 1 st accused-company.

In order to substantiate that aspect, he has produced

Annexure A3 certificate issued by the Registrar of

Companies to show that his name is not reflected in the

said certificate.

4. Indisputably, Annexure A2 cheque was issued on

10.08.2017. It is in respect of the dishonour of the cheque

that Annexure A1 complaint was filed on 11.10.2017.

Annexure A3 certificate shows that it was issued on

17.11.2021. Thus, there is no material to substantiate that 2025:KER:83819 CRL.MC NO. 6315 OF 2021

the petitioner was not the Managing Director of the

company as on the date of dishonour of Annexure A2

cheque.

5. In this context, it is also apposite to refer to

Section 141 of the Act, which 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.

2025:KER:83819 CRL.MC NO. 6315 OF 2021

Explanation.--For the purposes of this section,--(a) "company" means any body corporate and includes a firm or other association of individuals; and (b) "director", in relation to a firm, means a partner in the firm."

6. Section 141 explicity stipulates that any person in

charge and responsible of a company at the time the

offence was committed is deemed to be guilty of an

offence under Section 138 of the Act.

7. In light of the specific allegation in Annexure A1

complaint that the petitioner is the Managing Director of

the company, who had issued the cheque in favour of the

2nd respondent and the same got dishonoured, this Court

cannot conclude that the petitioner was not in charge of

the affairs of the company when the offence was

committed.

8. There is a host of precedential authority on the

contours of the inherent power to be exercised by this

Court under Section 528 of the Bharatiya Nagarik

Suraksha Sanhita, 2023 (in short, 'BNSS'), corresponding 2025:KER:83819 CRL.MC NO. 6315 OF 2021

to Section 482 of the Code of Criminal Procedure.

9. In India Oil Corporation v. NEPC India

Limited and Others [(2006) 6 SCC 736], the Hon'ble

Supreme Court, after exhaustively considering the earlier

precedents on Section 482 Cr.P.C., has comprehensively

enunciated the principles to be followed by the High

Courts while exercising its inherent powers in an

application to quash a criminal complaint /proceeding, in

the following words:

"12. The principles relating to exercise of jurisdiction under Section 482 of the Code of Criminal Procedure to quash complaints and criminal proceedings have been stated and reiterated by this Court in several decisions. To mention a few--Madhavrao Jiwajirao Scindia v. Sambhajirao Chandrojirao Angre [(1988) 1 SCC 692 (Cri) 234] , State of Haryana v. Bhajan Lal [1992 Supp (1) SCC 335] Rupan Deol Bajaj v. Kanwar Pal Singh Gill [(1995) 6 SCC 194] , Central Bureau of Investigation v. Duncans Agro Industries Ltd. [(1996) 5 SCC 591] , State of Bihar v. Rajendra Agrawalla [(1996) 8 SCC 164], Rajesh Bajaj v. State NCT of Delhi [(1999) 3 SCC 259] , Medchl Chemicals & Pharma (P) Ltd. v. Biological E. Ltd. [(2000) 3 SCC 269] , Hridaya Ranjan Prasad Verma v. State of Bihar [(2000) 4 SCC 168 ] , M. Krishnan v. Vijay Singh [(2001) 8 SCC 645] and Zandu Pharmaceutical Works Ltd. v. Mohd. Sharaful Haque [(2005) 1 SCC 122] . The principles, relevant to our purpose are:

(i) A complaint can be quashed where the allegations made in the complaint, even if they are taken at their face value and accepted in their entirety, do not prima facie constitute any offence or make out the case alleged against the accused. For this purpose, the complaint has to be examined as a whole, but without examining the merits of the allegations. Neither a detailed inquiry nor a 2025:KER:83819 CRL.MC NO. 6315 OF 2021

meticulous analysis of the material nor an assessment of the reliability or genuineness of the allegations in the complaint, is warranted while examining prayer for quashing of a complaint.

(ii) A complaint may also be quashed where it is a clear abuse of the process of the court, as when the criminal proceeding is found to have been initiated with mala fides/malice for wreaking vengeance or to cause harm, or where the allegations are absurd and inherently improbable.

(iii) The power to quash shall not, however, be used to stifle or scuttle a legitimate prosecution. The power should be used sparingly and with abundant caution.

(iv) The complaint is not required to verbatim reproduce the legal ingredients of the offence alleged. If the necessary factual foundation is laid in the complaint, merely on the ground that a few ingredients have not been stated in detail, the proceedings should not be quashed. Quashing of the complaint is warranted only where the complaint is so bereft of even the basic facts which are absolutely necessary for making out the offence.

(v) A given set of facts may make out: (a) purely a civil wrong; or

(b) purely a criminal offence; or (c) a civil wrong as also a criminal offence. A commercial transaction or a contractual dispute, apart from furnishing a cause of action for seeking remedy in civil law, may also involve a criminal offence. As the nature and scope of a civil proceeding are different from a criminal proceeding, the mere fact that the complaint relates to a commercial transaction or breach of contract, for which a civil remedy is available or has been availed, is not by itself a ground to quash the criminal proceedings. The test is whether the allegations in the complaint disclose a criminal offence or not"

10. Likewise, in Kaptan Singh v. State of Uttar

Pradesh and Others [(2021) 9 SCC 35], the Hon'ble

Supreme Court has emphatically held that, once the

investigation is complete and the charge sheet is filed, the

High Court should refrain from analysing the merits of 2025:KER:83819 CRL.MC NO. 6315 OF 2021

the allegations as if exercising the appellate jurisdiction

or conducting the trial. The inherent power to quash a

criminal proceeding is an exception and not a rule.

Although the power is quite broad and wide, it is to be

exercised sparingly and with caution.

11. On an anxious consideration of the facts and the

materials on record, particularly the assertion in

Annexure A1 complaint that the petitioner is the

Managing Director of the 1st accused-company, and there

being no material to the contrary that, as on the date of

commission of the offence, the petitioner was not the

Managing Director of the 1 st accused-company, I am not

convinced and satisfied that this is a fit case to exercise

the inherent powers of this Court under Section 482 of

the Code of Criminal Procedure and quash the complaint.

In the aforesaid circumstances, I dismiss the

Crl.M.C., but by reserving the right of the petitioner to

raise all his contentions and adduce necessary evidence 2025:KER:83819 CRL.MC NO. 6315 OF 2021

before the Trial Court. The Trial Court is directed to

consider and dispose of C.C.No.1610 of 2017, in

accordance with law and as expeditiously as possible,

untramelled by the observations made in this order.

The Registry is directed to communicate a copy of

this order to the Trial Court.

Sd/-

C.S.DIAS, JUDGE dkr 2025:KER:83819 CRL.MC NO. 6315 OF 2021

PETITIONER ANNEXURES

Annexure A1 CERTIFIED COPY OF THE COMPLAINT IN C.C.NO.1610/2017 PENDING BEFORE THE JUDICIAL FIRST CLASS MAGISTRATE COURT, THRIPUNITURA.

Annexure A2 CERTIFIED COPY OF THE CHEQUE NO.145590 DATED 10.8.2017 DRAWN ON FEDERAL BANK NORTH PARAVOOR BRANCH PRODUCED BY THE 2ND RESPONDENT HEREIN BEFORE THE LEARNED JUDICIAL FIRST CLASS MAGISTRATE'S COURT, THRIPUNITHURA.

Annexure A3 CERTIFICATE ISSUED BY THE REGISTRAR OF COMPANIES ERNAKULAM PROVIDING DETAILS OF THE MANAGING DIRECTORS OF THE IST ACCUSED COMPANY.

Annexure A4 CERTIFIED COPY OF THE CERTIFICATE OF INCORPORATION PURSUANT TO CHANGE OF NAME OF THE IST ACCUSED COMPANY.

Annexure A5 TRUE COPY OF THE IDENTITY CARD ISSUED BY PALLIPURAM SERVICE CO-OPERATIVE BANK.