KIRAN KOPPULAversusPIGGY VENTURES PVT LTD AND 3 ORS

2026:BHC-GOA:1743
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                        IN THE HIGH COURT OF BOMBAY AT GOA
                        CRIMINAL WRIT PETITION NO.82 OF 2025
                                       AND
                        CRIMINAL WRIT PETITION NO.83 OF 2025
                                       AND
                        CRIMINAL WRIT PETITION NO.84 OF 2025
                                       AND
                        CRIMINAL WRIT PETITION NO.85 OF 2025
               KIRAN KOPPULA, s/o
               Bhagavan Koppula, Aged 47 years,
               R/o. Ornella, 206, Vasant Oasis,
               Makwana Road, Marol, Near Keys Hotel,
               Andheri East, Mumbai, Mumbai Suburban,
               Maharashtra- 400059,
               Having his Office at Bungalow No. 5,
               Liberty Phase-I, Koregaon Park,
               Opposite Lane 6, Pune,
               Maharashtra- 411001.                            ...PETITIONER

                    VERSUS
               1.   M/S PIGGY VENTURES PRIVATE LIMITED,
                    having its Registered Office at Flat no. FF-18,
                    Cunchelim, Mapusa, Bardez, Goa represented
                    by its Directors :
                    1a. Jose Ryan Agnelo Gomes Prazers
                           alias Ryan Prazers, Major in age,
                           R/o. House no. 14/388/F,
                           Vivenda Prazers, Next to
                           Landscape Shire, Caranzalem,
                           Panaji, Goa- 403002.
                    1b. Jose Ralph De Fatima Gomes Prazers,
                           Major in age, R/o.House no. 14/388/F,
                           Vivenda Prazers, Next to
                           Landscape Shire, Caranzalem,
                           Panaji, Goa- 403002.
               2.   DA URBAN NOMADS COMMUNITY PVT. LTD.
                    Having its Registered Office at
                    Bungalow No. 5, Liberty Phase-1,
                    Koregaon Park, Opposite Lane-6,
                    Pune, Maharashtra- 411001.
                    Represented herein by its Directors.
               3.   Navin Kishore, S/o. Ram Kishore Singh,
                    Indian National, Major in Age,
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         R/o. Flat No. C-602, Manglik Apartments,
         Plot No. 25, Dwarka Sec-6,
         South West Delhi, Dwarka,
         Sec-6, Delhi- 11075.
4.    Nakul Singh Purohit,
      S/o. Ajit Singh Purohit,
      Indian National, Major in Age,
      R/o. GH1, Bhagat Ki Kothi
      Extension Scheme, New Pali Road,
      Jodhpur, Jodhpur, Rajashtan- 342005.   ...RESPONDENTS
                                  …
Mr. Ajay Menon, Advocate for Petitioner.
Mr. Amogh Prabhudessai, Advocate for Respondent No.1.
                                  …
                           CORAM : S. G. CHAPALGAONKAR, J.
RESERVED ON   :13th AUGUST, 2026.
PRONOUNCED ON :28th AUGUST, 2026.

JUDGMENT:-

1.       Rule. Rule made returnable forthwith. With consent of parties,

matters are heard finally at admission stage.

2.       The   petitioner   seeks   quashment       of    Criminal          Case

Nos.OA/NIA/398/2022/D, OA/NIA/399/2022/D, OA/NIA/46/2023/D

and OA/NIA/47/2023/D respectively and also takes exception to orders

dated 29.12.2022, 21.08.2023 and 27.03.2023 respectively passed by

Judicial Magistrate Junior Division ‘D’ Court at Panaji/Merces, thereby

issuing process against petitioner for offence punishable under Section

138 of Negotiable Instruments Act, 1881 (hereinafter referred to as ‘NI

Act’).

3.       The respondent no.1 is company registered under Companies Act

through its Directors namely Jose Ryan Agnelo Gomes Prazeres and
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Jose Ralph De Fatima Gomes Prazeres. The respondent no.2 is also

registered company under Companies Act.             It was incorporated by

respondent nos.3 and 4 in year 2019. The respondent nos.1 and 2

entered into an agreement dated 01.06.2021 for share purchase and

acquisition of business. The respondent nos.2 to 4 agrees to acquire

80% shares holding of equity of respondent no.1 Company. The terms

were settled on 01.05.2021, which were subsequently altered and

modified by final term-sheet signed on 07.05.2021. As per final term-

sheet dated 07.05.2021, respondent nos.2 to 4 agreed to purchase 80%

of share holding of respondent no.1 Company for acquisition price of

Rs.80,00,000/- out of which sum of Rs.3,00,000/- was paid at the time

of signing of agreement and balance was to be paid as per payment

schedule of 11 installments.          The particulars of cheques which are

subject matter of complaints are given as under:

     Dated    Return      Amount Cheque         O.A. No.   Complaint WPCR
               Memo               No.                       Filed On  No.
               Dated
25.06.2022   23.09.2022   10,00,000    000118 OA/398/2022 04.11.2022 82/2025
22.09.2022   23.09.2022   10,00,000    000119 OA/399/2022 04.11.2022 83/2025
30.10.2022   02.01.2023   10,00,000    000120 OA/46/2023 15.02.2023 84/2025
30.11.2022   02.01.2023   15,00,000    000121 OA/47/2023 15.02.2023 85/2025


4.      It is contention of respondents that respondent/accused failed to

follow payment schedule and requested respondent no.1 to not to

deposit cheque assuring that they will make good of same by NEFT, but

they failed to effect payment. The respondent no.1 deposited cheque,

but same was dishonored on account of insufficiency of funds in bank
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account of respondent no.2. The respondent no.1 addressed legal notice

calling upon accused to pay cheque amount. Despite service of notice,

accused failed to make good of payment mentioned in legal demand

notice.   As such, accused committed an offence punishable under

Section 138 of NI Act.      The complaint stipulates that upon being

aggrieved by act and omission of accused and suffering due to non-

payment of cheque, respondent no.1 filed complaint under Section 138

of NI Act. The complaint was presented in Court of Judicial Magistrate

First Class, Panaji. The JMFC passed impugned order of issuance of

process. Hence, this Writ Petition.

5.    Mr. Ajay Menon, learned Advocate appearing for petitioner

submits that agreement for share purchase and acquisition of business is

entered into between Da Urban Nomads Community Private Limited

(DUNCPL) through then Directors i.e. respondent nos.3 and 4. On

01.06.2021 signing amount of Rs.3,00,000/- was paid and 10 additional

post dated cheques for amount varying from Rs.5,00,000/- to

15,00,000/- were given by respondent no.2 through respondent no.3 to

respondent no.1. On 17.03.2022, petitioner was appointed as additional

Director of respondent no.2 Company.           On 30.09.2022, he was

appointed as Director of Company. The petitioner is neither signatory

to cheque nor averments in plaint specifies his role depicting that he was

in-charge or was responsible to company for conduct of business.

However, impugned order issuing process under Section 138 of N.I. Act
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is mechanically passed.         He would submit that petitioner had brief

tenure as additional Director from 17.03.2022 to 27.06.2023 and brief

tenure as Director from 30.09.2022 to 27.06.2023. The petitioner did

not perform any executive function nor he was responsible for day to

day management of affairs of respondent no.2 Company. The complaint

did not disclose specific averments qua petitioner nor does it attribute

specific role in respect of cheques in question.               Relying upon

observation of this Court in case of Padmakar Dattatray Matkar Vs.

Malani Combines and Others1 and observation of Supreme Court in

cases of Kamalkishor Shrigopal Taparia Vs. India Ener-Gen Private

Limited and Another2 and K. S. Mehta Vs. Morgan Securities and

Credits Private Limited3 he submits that criminal liability cannot be

fastened upon every person associated with company. Section 141 of

N.I. Act has to be strictly complied with and person upon whom such

liability is sought to be fastened must know what is being attributed to

him. It would not be sufficient to make bald cursory statement in

complaint that Director is in charge of and responsible to company for

conduct of business of company without anything more as to role of

Director. By inviting attention of this Court to impugned order Mr.

Menon submits that requirements of Section 141 of N.I. Act are not

considered while issuing process as against petitioner.



1   2025 SCC OnLine Bom 1910.
2   (2025) 7 SCC 393.
3   (2025) 7 SCC 615.
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6.       Per contra, Mr. Amogh Prabhudesai, learned Advocate appearing

for respondent no.1, submits that present petition takes exception to

order of issuance of process dated 29.12.2022, whereas present petition

has been filed after a lapse of nearly three years, despite availability of

an alternate remedy.      He would submit that petitioner herein was

holding key managerial position in respondent no.2 Company. The

respondent no.1 received sum of Rs.15,00,000/- in furtherance to

agreement for share purchase and acquisition of business dated

01.06.2021, out of which sum of Rs.10,00,000/- was received from

petitioner’s personal account.     The petitioner was instrumental in

running affairs of respondent no.2. There are sufficient averments in

complaint to suggest that all three Directors/accused persons were

responsible in entering into share purchase agreement and issuance of

cheques. The petitioner had preferred application for discharge, which

has been dismissed vide order dated 13.12.2023.              Relying upon

observations of Supreme Court in case of Ashutosh Ashok

Parasrampuriya and Another Vs. Gharrkul Industries Private Limited

and Others4 he submits that complaint as a whole needs to be

considered, if accused persons were Director of Company and

responsible for its business, it may not be proper to split while reading

complaint so as to come to conclusion that allegations as a whole are

not sufficient to fulfill requirement of Section 141 of NI Act. By relying

upon observation of Supreme Court in case of N. Rangachari Vs.
4    (2023) 14 SCC 770.
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Bharat Sanchar Nigam Limited5 it is submitted that when cheque

issued by company is dishonoured, complainant is expected only to be

aware generally of who are in-charge of affairs of company and it would

not be reasonable to expect him to know whether person who signed

cheque was instructed to do so or whether he has been deprived of his

authority to do so when he actually signed cheque. Once averments in

complaint are sufficient to make out element of offence under Section

138 of NI Act, burden is on Board of Directors or Officers in-charge of

affairs of company to show that they are not liable to be convicted. Any

special circumstance that makes them not liable is something that is

peculiarly within their knowledge and it is for them to establish at trial

such a restriction or to show that at the relevant time they were not in-

charge of affairs of the company. By relying upon observations of

Supreme Court in case of HDFC Bank Limited Vs. State of

Maharashtra and Anr.6 he submits that if substance of allegation made

in complaints fulfill requirements of Section 141 of NI Act, complaint

has to proceed and is required to be tried with. While construing

complaint, hypertechnical approach should not be adopted and laudable

object of preventing bouncing of cheques and sustaining credibility of

commercial transactions had to be borne-in-mind.

7.       Having considered submissions advanced by learned Advocates

appearing for respective parties, core issue that arises for consideration
5    (2007) 5 SCC 108.
6    2025 INSC 759.
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before this Court is whether averments in complaint are sufficient to

issue process against petitioner or prosecute petitioner for offence

punishable under Section 138 read with 141 of NI Act. Careful reading

of complaint depicts that initially agreement for share purchase and

acquisition of business was entered into between respondent no.1 and

respondent no.2 through Directors i.e. respondent nos.3 and 4. The

petitioner was not in picture as office bearer or Director of respondent

no.2 Company. He is not signatory to agreement or cheques issued in

pursuance to agreement.       First time on 17.03.2022 he has been

appointed as Director of respondent no.2 Company. The cheques in

question were presented on 25.06.2022 and it was returned with remark

as ‘insufficient funds’ on 23.09.2022.    The averments in complaint

merely state, in general terms, that accused persons failed to adhere to

agreed installment payment schedule and that advance cheque issued by

accused pursuant to agreement came to be dishonoured. It is further

averred that despite service of demand notice, accused persons failed to

make payment of cheque amount within stipulated notice period.                 In

entire complaint, there is no particulars attributions as to role of

petitioner in day to day business of Company. Section 141 of NI Act

reads thus:

    “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
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          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.
          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.”

8.    Plain reading of aforesaid provision indicates that in case of

offences by Company, every person who, at the time the offence was

committed, was in charge of, and was responsible to company for

conduct of business of company, shall be deemed to be guilty of offence

and shall be liable to be proceeded against. Sub-clause (2) of Section

141 states that notwithstanding anything contained in sub-section (1), in
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case of offence by Company, once it is proved that the offence has been

committed with the consent or connivance of any director, manager,

secretary or other officer of company, such director, manager, secretary

or other officer, shall also be deemed to be guilty of that offence and

liable to be proceeded against.

9.       In case of Hitesh Verma Vs. Health Care at Home India Private

Limited and Others7, Supreme Court observed in paragraph no.4 as

under:

        “4. There are twin requirements under sub-section (1) of
        Section 141 of the 1881 Act. In the complaint, it must be
        alleged that the person, who is sought to be held liable by
        virtue of vicarious liability, at the time when the offence was
        committed, was in charge of, and was responsible to the
        company for the conduct of the business of the company. A
        Director who is in charge of the company and a Director who
        was responsible to the company for the conduct of the
        business, are two different aspects. The requirement of law is
        that both the ingredients of sub-section (1) of Section 141 of
        the 1881 Act must be incorporated in the complaint.
        Admittedly, there is no assertion in the complaints that the
        appellant, at the time of commission of the offence, was in
        charge of the business of the company. Therefore, on a plain
        reading of the complaints, the appellant cannot be prosecuted
        with the aid of sub-section (1) of Section 141 of the 1881 Act.”
10.      Similarly, in case of Kamalkishor Shrigopal Taparia (supra),

Supreme Court laid down following principles:

       “39. From the above discussion, the following principles
       emerge:
       (i) The primary responsibility is on the complainant to make
       specific averments as are required under the law in the
       complaint so as to make the accused vicariously liable. For
       fastening the criminal liability, there is no presumption that
       every Director knows about the transaction.
7    (2025) 7 SCC 623.
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      (ii) Section 141 does not make all the Directors liable for the
      offence. The criminal liability can be fastened only on those
      who, at the time of the commission of the offence, were in charge
      of and were responsible for the conduct of the business of the
      company.

      (iii) Vicarious liability can be inferred against a company
      registered or incorporated under the Companies Act, 1956 only
      if the requisite statements, which are required to be averred in
      the complaint/petition, are made so as to make the accused
      therein vicariously liable for offence committed by the company
      along with averments in the petition containing that the accused
      were in charge of and responsible for the business of the
      company and by virtue of their position they are liable to be
      proceeded with.

      (iv) Vicarious liability on the part of a person must be pleaded
      and proved and not inferred.

      (v) If the accused is a Managing Director or a Joint Managing
      Director then it is not necessary to make specific averment in
      the complaint and by virtue of their position they are liable to be
      proceeded with.

      (vi) If the accused is a Director or an officer of a company who
      signed the cheques on behalf of the company then also it is not
      necessary to make specific averment in the complaint.

      (vii) The person sought to be made liable should be in charge of
      and responsible for the conduct of the business of the company
      at the relevant time. This has to be averred as a fact as there is
      no deemed liability of a Director in such cases.”

11.    In case of K. S. Mehta (supra), Supreme Court reiterated

principles laid down in case of Hitesh Verma (supra) and observed that

complaints lacking specific averments, that establish direct nexus

between financial transactions in question on involvement of accused in

company’s financial affairs, accused cannot be held vicariously liable

under Section 141 of NI Act.
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12.     In case of HDFC Bank Limited (supra) Supreme Court relying

upon observations in case of Monaben Ketanbhai Shah and Another

vs. State of Gujarat and Others8, held that if substance of allegations

made in complaint fulfills requirements of Section 141, complaint has to

proceed and is required to be tried with. Further, while construing

complaint, hyper-technical approach should not be adopted and laudable

object of preventing bouncing of cheques and sustaining credibility of

commercial transactions had to be borne-in-mind.

13.     The gamut of aforesaid expositions of law makes it crystal clear

that Director in Company cannot be deemed to be in-charge and

responsible for Company for conduct of its business, unless requirement

of Section 141 of NI Act is complied with and factual backdrop to make

such requirement is specifically averred in complaint. In present case,

averments in complaint are absolutely silent so far as role of petitioner

to make out requirement under Section 141 of NI Act. In wake of fact

that petitioner was neither party to agreement nor he is signatory to

cheque, merely because he was appointed as additional Director at the

time of presentation / dishonored of cheque, in absence of specification

as to his role in Company, he cannot be prosecuted for offence under

Section 138 of NI Act. Pertinently, complaint is absolutely silent as to

when petitioner become Director of Company or as to what role he had

in day to day business of Company.

8   (2004) 7 SCC 15.
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14.      Perusal of impugned orders dated 29.12.2022, 21.08.2023 and

27.03.2023 respectively, are also silent as to requirement of Section 141

of NI Act, although complaint is filed against Company alleging

petitioner to be Director. In this backdrop, observations of Supreme

Court in case of HDFC Bank Limited (supra) would not assist cause of

respondent. In that case, there were specific averments made against

accused that he was responsible for company’s day to day affairs and

management. In that case, Supreme Court further observed that accused

had granted sanction letter and performance guarantee in pursuance to

participation in process for grant of credit loan facility. In those facts,

Supreme Court observed that complaint as a whole to be looked into. In

present case, complaint is bereft of material particulars. Even upon

reading complaint as a whole alongwith documents annexed thereto,

there is nothing to gather role of petitioner in commission of offence

and for issuance of process.

15.      In result, Writ Petitions are allowed in terms of prayer Clause (A).

16.      Rule is made absolute in above terms.


                                           (S. G. CHAPALGAONKAR)
                                                    JUDGE
Devendra/August-2026