# Sonali Verma & Anr v. State of U.P. & Ors

- **Citation:** (2025) 11 ILRA 438
- **Court:** High Court of Judicature at Allahabad
- **Decided:** 2025-11-19
- **Case number:** Application U/S 482. No. 8942 of 2025
- **Bench:** Brij Raj Singh
- **Source:** https://unisonlegal.in/judgment/allahabad-high-court/sonali-verma-anr-v-state-of-u-p-ors-54867
- **Pages:** 11

## Headnote

G.A., Abhinav Kumar Mathur, Abhinav
Kumar Pandey, Ram Kumar Verma

Issue for consideration
Matter pertains to liability of partners of
partnership firm.

Headnotes
Applicants are partners and a partnership deed
was reduced in writing for carrying on business
- applicants have been arrayed as accused -
contended that Mr. Sahil Verma is in-charge and
managing affairs of the aforesaid partnership
firm had issued cheques - the applicants cannot
escape from their liability-partnership firm is not
really a legal entity separate and distinct-it can
have a legal persona only when it is considered
along
with
its
partners-
in
absence
of
partnership firm being named as an accused if
the partners of the partnership firm are
proceeded
against-they
being
jointly
and
severally liable along with the partnership firm
as well as inter se partners of the firm-complaint
is
maintainable-
trial
court
has
rightly
entertained the complaint -no interference -
Application rejected. (E-9)

Case Law Cited

## Text

438 INDIAN LAW REPORTS ALLAHABAD SERIES
a result of writ petition being allowed, the
licence of the petitioner is restored, if it is
valid today, and the seized weapon and the
cartridges are to be returned forthwith upon
the valid licence being produced by the
petitioner.

17. The instant writ petition stands
allowed in light of the above said
directions.
----------
(2025) 11 ILRA 438
ORIGINAL JURISDICTION
CRIMINAL SIDE
DATED: LUCKNOW 19.11.2025

BEFORE

THE HON'BLE BRIJ RAJ SINGH, J.

Application U/S 482. No. 8942 of 2025
Alongwith case No. 8902 of 2025

Sonali Verma & Anr. ...Applicant
Versus
State of U.P. & Ors. ...Opposite Parties

Counsel for the Applicant:
Abhineet Jaiswal

Counsel for the Opposite Parties:
G.A., Abhinav Kumar Mathur, Abhinav
Kumar Pandey, Ram Kumar Verma

Issue for consideration
Matter pertains to liability of partners of
partnership firm.

Headnotes
Applicants are partners and a partnership deed
was reduced in writing for carrying on business
- applicants have been arrayed as accused -
contended that Mr. Sahil Verma is in-charge and
managing affairs of the aforesaid partnership
firm had issued cheques - the applicants cannot
escape from their liability-partnership firm is not
really a legal entity separate and distinct-it can
have a legal persona only when it is considered
along
with
its
partners-
in
absence
of
partnership firm being named as an accused if
the partners of the partnership firm are
proceeded
against-they
being
jointly
and
severally liable along with the partnership firm
as well as inter se partners of the firm-complaint
is
maintainable-
trial
court
has
rightly
entertained the complaint -no interference -
Application rejected. (E-9)

Case Law Cited
1. S.M.S. Pharmaceuticals Ltd. Vs. Neeta Bhalla
and another, (2005) 8 SCC 89;
2. Sunita Palita and others Vs. Panchami Stone
Quarry, (2022) 10 SCC 152;
3. National Small Industries Corporation Limited
Vs. Harmeet Singh Paintal, (2010) 3 SCC 330;
4. Ashok Shewakramani and others Vs. State of
Andhra Pradesh and another, (2023) 8 SCC 473;
5. S.P. Mani and Mohan Dairy Vs. Dr. Snehalatha
Elangovan, (2022) SCC OnLine SC 1238;
6. Brij Lal Mittal Vs. State of U.P., (1998) 2 SCC
343;
7. Pepsi Foods Limited Vs. Special Judicial
Magistrate, (1998) 5 SCC 749;
8. State of Haryana Vs. Bhajan Lal, (1992)
Supp.(1) SCC 335;
9. Smt. Vimla Devi and another Vs. State of U.P.
and another, (2017) SCC OnLine All 4354.

List of Acts
1. Indian Partnership Act, 1932
2. Negotiable Instrument Act, 1881

List of Keywords
liability-partnership, jointly and severally liable

Appearances of parties
Counsel for Applicant(s) : Abhineet Jaiswal,
Counsel for Opposite Party(s) : G.A., Abhinav
Kumar Mathur, Avdhesh Kumar Pandey, Ram
Kumar Verma

(Delivered by Hon'ble Brij Raj Singh, J.)

1. Both applications have been filed
seeking quashing of the entire proceedings
of Criminal Complaint Case Nos.925 of
2022 and 926 of 2022, M/s Kalpana
Industries Vs. M/s K.D. Overseas and
others, under Section 138 of Negotiable
Instrument Act, 1881 (for short ?the Act,
1881?) as well as the summoning orders
11 All. Sonali Verma & Anr. Vs. State of U.P. & Ors.
439
dated 01.06.2022 passed by the Additional
Chief Judicial Magistrate-I, Unnao.

2. Since the common question of facts
and law are involved in both the
applications, therefore, they are being heard
and decided by a common judgement.

3. Brief facts of the case, in nut shell,
are that applicants had entered into a
partnership deed dated 01.05.2016 for
carrying on business under the name and
style of ?M/s K.D. Overseas? situated at
Neelu Kheri, District Karnal, Haryana. The
object of the partnership was to engage in
the business of growing, cultivating,
producing,
manufacturing,
trading,
processing, purifying, renting, purchasing,
selling, blending, importing, exporting,
rendering marketable and transportable
(whether in bulk, packed or concentrated
form) various agricultural and allied
products, including rice, wheat, gram,
maize, other grains and cereals, pulses,
spices, oils, oil seeds, flour, besan, daliya,
maida, suji and related commodities. The
applicants are sleeping partners of the
partnership firm M/s K.D. Overseas having
no role whatsoever in its management of
day-to-day affairs. Both the applicants
being ladies, engaged primarily in domestic
and personal responsibilities, mutually
resolved to appoint Mr. Sahil Verma, who
is the husband of applicant no.1 and son of
applicant no.2 to manage and take charge
of daily business and operational affairs of
the firm including execution of sale deeds,
transfer deeds, lease deeds and other related
documents, as well as to conduct all
banking and financial transactions on
behalf of the firm. Accordingly, the
applicants executed a registered power of
attorney
bearing
Certificate
No.M0292017111, G.R.N. No.30696682
dated 29.09.2017 in favour of Mr. Sahil
Verma, thereby authorising him to take
charge and exercise all necessary powers
for the smooth conduct and management of
the firm?s day-to-day affairs.

4. It is stated that Criminal Complaint
Case No.926 of 2022 has been filed by
opposite parties no.2 and 3 under Section
138 read with Section 141 of the Act, 1881
and the applicants have been arrayed as
accused nos.4 and 5, while Mr. Sahil
Verma who is in-charge and managing
affairs of the aforesaid partnership firm M/s
K.D. overseas and had issued cheques in
question in favour of opposite party no.2,
had been arrayed as accused no.3. The
aforesaid
partnership
firm
M/s
K.D.
Overseas
and
the
manager/competent
officer of the same had been arrayed as
accused nos.1 and 2 respectively. Similarly,
other Complaint Case No.925 of 2022, M/s
Kalpana Industries and another Vs. M/s
K.D. Oversea and others, was also filed by
opposite parties no.2 and 3 pertaining to
different cheques number amounting to
Rs.45,00,000/-.

5. Sri Abhineet Jaiswal, learned
counsel for the applicants has submitted
that applicants had long back executed a
registered
Power
of
Attorney
dated
29.09.2017 in favour of Sahil Verma
authorising him as in-charge and to
exclusively manage, operate and conduct
all business, financial and administrative
activities of the aforesaid firm, including
the operation of its bank accounts and
issuance of cheques. At the relevant point
of time when cheques in question were
issued to opposite party no.2, Mr. Sahil
Verma was solely in-charge of the affairs
of the firm and had issued the cheques in
question, which subsequently came to be
dis-honoured. The applicants are not even
signatories to the cheques and had no
440 INDIAN LAW REPORTS ALLAHABAD SERIES
knowledge
or
participation
in
the
underlying transactions. However, the
complainant has mechanically arraying the
applicants as accused persons without
containing
any
specific
averment
demonstrating how they were in charge of
and responsible for the conduct of the
business of the firm, which is a mandatory
requirement under Section 141 of the Act,
1881 for fastening vicarious liability. In
absence of such specific allegations, the
continuation of the proceedings against the
applicants is wholly unwarranted and
constitutes an abuse of process of law.

6. Learned counsel for the applicants has
further submitted that applicants are innocent
and have not committed any offence as alleged
in the complaint cases. It is further submitted
that the applicants have not even issued the
cheques in question and they were neither incharge of the partnership firm nor were the
responsible for the conduct of business of the
aforesaid firm and the cheques in question were
issued in favour of opposite party no.2. The
applicants are not even signatories to the
cheques in question and they are sleeping
partners. It has also been submitted that there is
no specific averment in the aforesaid memo of
complaint registered by opposite parties no.2
and 3 alleging that applicants retained control or
the alleged offence was committed by their
consent, connivance or by reason of their
negligence.

7. Learned counsel for the applicants
has also submitted that there is bald
assertion in paragraph-6 of the aforesaid
memo of the complaint alleging that the
aforesaid cheques in question have been
issued and signed by accused nos.2 to 5 on
behalf of accused no.1 and they are fully
responsible for day-to-day affairs and
accused no.1 and accused nos.2 to 5 are
individually,
jointly
and
severally
responsible
and
liable
to
pay
the
outstanding amount to the complainant. It
has been submitted that opposite party no.3
in the cross-examination conducted in
Complaint Case No.925 of 2022 on
21.08.2025 has admitted that the cheques in
question were issued to him by Mr. Sahil
Verma and further admitted that he does
not know the owners/partners of the
partnership firm M/s K.D. Overseas.

8. It has also been submitted that Section
138 of the Act, 1881 casts criminal liability
punishable with imprisonment of fine or with
both on a person who issues a cheque
towards discharge of a debt or liability as a
whole or in part and the cheque is
dishonoured by the bank on presentation.
While Section 141 of the Act, 1881 extends
such criminal liability in case of a company
to every person who at the time of the
offence,
was
in-charge
of,
and
was
responsible fo the conduct of the business of
the company. By a deeming provision
contained in Section 141 of the Act, 1881,
such a person is vicariously liable to be held
guilty for the offence under Section 138 of
the Act, 1881 and punished accordingly.

9. Learned counsel for the applicants
has further submitted that mere designation
as a partner, does not automatically attract
criminal liability under Sections 138 and
141 of the Act, 1881. In support of his
contention,
learned
counsel
for
the
applicants are relying upon the following
decisions of the Hon?ble Supreme Court:-

1. S.M.S. Pharmaceuticals Ltd.
Vs. Neeta Bhalla and another, (2005) 8
SCC 89;

2. Sunita Palita and others Vs.
Panchami Stone Quarry, (2022) 10 SCC
152;
11 All. Sonali Verma & Anr. Vs. State of U.P. & Ors.
441

3. National Small Industries
Corporation Limited Vs. Harmeet Singh
Paintal, (2010) 3 SCC 330;

4. Ashok Shewakramani and
others Vs. State of Andhra Pradesh and
another, (2023) 8 SCC 473;

5. S.P. Mani and Mohan Dairy
Vs. Dr. Snehalatha Elangovan, (2022)
SCC OnLine SC 1238;

6. Brij Lal Mittal Vs. State of
U.P., (1998) 2 SCC 343;

7. Pepsi Foods Limited Vs.
Special Judicial Magistrate, (1998) 5 SCC
749; and

8. State of Haryana Vs. Bhajan
Lal, (1992) Supp.(1) SCC 335; and

9. Smt. Vimla Devi and another
Vs. State of U.P. and another, (2017) SCC
OnLine All 4354.

10. On the other hand, Sri Abhinav
Mathur, learned counsel appearing for
opposite parties no.2 and 3 has submitted
that in the case of a partnership firm, there
is no concept of vicarious liability of the
partners as such. The liability is joint and
severe because a partnership firm is the
business of partners and one cannot
proceed against only the firm without the
partners being made liable. He has further
submitted that a director in a company,
which is a body corporate stricto sensu and
such a company is a separate juristic entity
vis-a-vis the directors. The partnership firm
has no legal recognition in the absence of
its partners. It has further submitted that the
cases cited by the counsel for the applicants
are distinguishable as the counsel for the
applicants tries to make a submission
explaining
that
the
partners
of
the
partnership firm have separate entity and
they are not akin to the directors or
managing directors as envisaged under
Section 141 of the Act, 1881.

11. To buttress his argument, counsel
for opposite parties no.2 and 3 has placed
reliance upon the decision of the Supreme
Court in the case of Dhanasingh Prabhu
Vs. Chandrasekar and another, (2025)
SCC OnLine SC 1419.

12. Sri Rajdeep Singh, Learned AGA-I
appearing for the State-opposite party no1
has supported the arguments advanced by
the counsel for opposite parties no.2 and 3
and has submitted that since the applicants
have been summoned after perusing the
statements of the complainant, witnesses
and the evidence on record, therefore, no
interference is required by this Court while
exercising its extraordinary jurisdiction
under Section 482 Cr.p.C..

13. I have heard learned counsel for
the applicants as well as learned AGA
appearing for State-opposite party no.1 and
learned counsel appearing for opposite
parties no.2 and 3 and perused the record.

14. For the sake arguments, this Court
would like to deal with the case laws cited
by the counsel for the applicants.

15. Hon?ble Supreme Court in the
case of S.M.S. Pharmaceuticals Ltd. (supra)
in paragraphs 18 and 19 held as under:-

"18. To sum up, there is almost
unanimous judicial opinion that necessary
averments ought to be contained in a
complaint before a persons can be
subjected to criminal process. A liability
under Section 141 of the Act is sought to be
442 INDIAN LAW REPORTS ALLAHABAD SERIES
fastened vicariously on a person connected
with a Company, the principal accused
being the company itself. It is a departure
from the rule in criminal law against
vicarious liability. A clear case should be
spelled out in the complaint against the
person sought to be made liable. Section
141 of the Act contains the requirements for
making a person liable under the said
provision. That respondent falls within
parameters of Section 141 has to be spelled
out. A complaint has to be examined by the
Magistrate in the first instance on the basis of
averments
contained
therein.
If
the
Magistrate is satisfied that there are
averments which bring the case within
Section 141 he would issue the process. We
have seen that merely being described as a
director in a company is not sufficient to
satisfy the requirement of Section 141. Even a
non director can be liable under Section 141
of the Act. The averments in the complaint
would also serve the purpose that the person
sought to be made liable would know what is
the case which is alleged against him. This
will enable him to meet the case at the trial.

19.
In
view
of
the
above
discussion, our answers to the questions
posed in the Reference are as under:

(a) It is necessary to specifically
aver in a complaint under Section 141 that
at the time the offence was committed, the
person accused was in charge of, and
responsible for the conduct of business of
the company. This averment is an essential
requirement of Section 141 and has to be
made in a complaint. Without this averment
being
made
in
a
complaint,
the
requirements of Section 141 cannot be said
to be satisfied.

(b) The answer to question posed in
sub-para (b) has to be in negative. Merely
being a director of a company is not sufficient
to make the person liable under Section 141 of
the Act. A director in a company cannot be
deemed to be in charge of and responsible to
the company for conduct of its business. The
requirement of Section 141 is that 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.

(c) The answer to question (c ) has to
be in affirmative. The question notes that the
Managing
Director
or
Joint
Managing
Director would be admittedly in charge of the
company and responsible to the company for
conduct of its business. When that is so, holders
of such positions in a company become liable
under Section 141 of the Act. By virtue of the
office they hold as Managing Director or Joint
Managing Director, these persons are in
charge of and responsible for the conduct of
business of the company. Therefore, they get
covered under Section 141. So far as signatory
of a cheque which is dishonoured is concerned,
he is clearly responsible for the incriminating
act and will be covered under sub-section (2) of
Section 141."

16. In the aforesaid case, the Supreme
Court held that merely being described as a
director in a company is not sufficient to
satisfy the requirement of Section 141 of
the Act, 1881. Even a non-director can be
liable under Section 141 of the Act, 1881.
The criminal liability has been fastened on
those who at the time of the commission of
the offence, were in-charge of and were
responsible to the firm for the conduct of
the business of the firm.

17. Hon'ble Supreme Court in the case
of Ashok Shewakramani and others, (supra)
in paragraphs 8 and 9 held as under:-
11 All. Sonali Verma & Anr. Vs. State of U.P. & Ors.
443

"8.
Now
we
come
to
the
averments made in Paragraph 7. Firstly, it
is stated that all the Directors were liable
for the transactions of the accused No.1
company. Secondly, it is stated that all the
accused were fully aware of the issuance of
the
cheques
subject
matter
of
the
complaint, and they were also aware that
the cheques will be dishonoured. Further, it
is alleged that all the accused knew that
there were no funds in the account of
accused No.1-company.

9. Sub-section 1 of Section 141 of
the NI Act required the complainant to aver
that the present appellants at the time of
the commission of the offence were in
charge of, and were responsible to the
company for the conduct of the business of
the company. In the present case, all that
the second respondent has alleged is that
the appellants were liable for transactions
of the company and that they were fully
aware of the issuance of the cheques and
dishonour of the cheques."

18. The aforesaid judgement also
postulates regarding the scope of Section
141 of the Act, 1881, in which all the
directors are liable for transactions of
accused no.1 company and appellants were
not signatories to the cheques.

19. Hon'ble Supreme Court in the case
of Sunita Palita and others (supra), in
paragraphs-28, 42 and 45 held as under:-

"28.
In
Pooja
Ravinder
Devidasani v. State of Maharashtra and
another this Court held as under:-

"17. ... Non-executive Director is
no doubt a custodian of the governance of
the company but is not involved in the day-
to-day affairs of the running of its business
and only monitors the executive activity. To
fasten vicarious liability under Section 141
of the Act on a person, at the material time
that person shall have been at the helm of
affairs of the company, one who actively
looks after the day-to-day activities of the
company and is particularly responsible for
the conduct of its business. Simply because
a person is a Director of a company, does
not make him liable under the NI Act.
Every person connected with the Company
will not fall into the ambit of the provision.
Time and again, it has been asserted by this
Court that only those persons who were in
charge of and responsible for the conduct
of the business of the Company at the time
of commission of an offence will be liable
for criminal action. A Director, who was
not in charge of and was not responsible
for the conduct of the business of the
Company at the relevant time, will not be
liable for an offence under Section 141 of
the NI Act.

In National Small Industries
Corpn. Ltd. v. Harmeet Singh Paintal,
(2010) 3 SCC 330, this Court observed:

"13. Section 141 is a penal
provision creating vicarious liability, and
which, as per settled law, must be strictly
construed. It is therefore, not sufficient to
make a bald cursory statement in a
complaint that the Director (arrayed as an
accused) is in charge of and responsible to
the company for the conduct of the business
of the company without anything more as to
the role of the Director. But the complaint
should spell out as to how and in what
manner Respondent 1 was in charge of or
was responsible to the accused Company
for the conduct of its business. This is in
consonance with strict interpretation of
penal statutes, especially, where such
statutes create vicarious liability.
444 INDIAN LAW REPORTS ALLAHABAD SERIES

14. A company may have a
number of Directors and to make any or all
the Directors as accused in a complaint
merely on the basis of a statement that they
are in charge of and responsible for the
conduct of the business of the company
without anything more is not a sufficient or
adequate fulfilment of the requirements
under Section 141."

18. In Giridhari Lal Gupta v.
D.H. Mehta, (1971) 3 SCC 189, this Court
observed that a person ?in charge of a
business? means that the person should be
in overall control of the day-to-day
business of the Company.

19. A Director of a company is
liable to be convicted for an offence
committed by the company if he/she was in
charge of and was responsible to the
company for the conduct of its business or
if it is proved that the offence was
committed with the consent or connivance
of, or was attributable to any negligence on
the part of the Director concerned (see
State of Karnataka v. Pratap Chand [State
of Karnataka v. Pratap Chand, (1981) 2
SCC 335 : 1981 SCC (Cri) 453] ).

20. In other words, the law laid
down by this Court is that for making a
Director of a company liable for the
offences committed by the company under
Section 141 of the NI Act, there must be
specific averments against the Director
showing as to how and in what manner the
Director was responsible for the conduct of
the business of the company."

42. Liability depends on the role
one plays in the affairs of a com- pany and
not on designation or status alone as held
by this Court in S.M.S. Pharmaceuticals
Ltd. (supra). The materials on record
clearly show that these Appellants were
independent, non-executive Directors of the
company. As held by this Court in Pooja
Ravinder
Devidasani
v.
State
of
Maharashtra and Anr. (supra) a nonExecutive Director is not involved in the
day-to-day affairs of the company or in the
running of its business. Such Director is in
no way responsible for the day-to-day
running
of
the
Accused
Company.
Moreover, when a complaint is filed
against a Director of the company, who is
not the signatory of the dishonoured
cheque, specific averments have to be made
in the pleadings to substantiate the
contention in the complaint, that such
Director was in charge of and responsible
for conduct of the business of the Company
or the Company, unless such Director is
the designated Managing Director or Joint
Managing Director who would obviously
be responsible for the company and/or its
business and affairs.

45. As held by this Court in
National Small Industries Corporation Ltd.
v. Harmeet Singh Paintal4 quoted with
approval in the subsequent decision of this
Court in Pooja Ravinder Devidasani v.
State of Maharashtra and Anr. (supra) the
impleadment of all Directors of an Accused
Company on the basis of a statement that
they are in charge of and responsible for
the conduct of the business of the company,
without anything more, does not fulfil the
requirements of Section 141 of the NI Act."

20. In the aforesaid case, Hon?ble
Supreme Court has held that the High
Court over looked the contention of the
appellants that they were not exclusively
independent directors of the accused
company
based
on
unimpeachable
materials on record. Moreover, when a
complaint is filed against a Director of the
11 All. Sonali Verma & Anr. Vs. State of U.P. & Ors.
445
company, who is not the signatory of the
dishonoured cheque, specific averments
have to be made in the pleadings to
substantiate the contention in the complaint
that such Director was in charge of and
responsible for conduct of the business of
the Company.

21. Hon'ble Supreme Court rendered
in the case of Pepsi Foods Ltd. (supra),
which has been relied upon by the counsel
for the applicants, has held that summoning
order in a criminal case is a serious matter
which should be resorted to after due care
and application of mind. Paragraph 28 of
the aforesaid judgment reads as under:-

"28. Summoning of an accused in
a criminal case is a serious matter. Criminal
law cannot be set into motion as a matter of
course. it is not that the complainant has to
bring only two witnesses to support his
allegations in the complaint to have the
criminal law set into motion. The order of
the magistrate summoning the accused
must reflect that he has applied his mind to
the facts of the case and the law applicable
thereto. He has to examine the nature of
allegations made in the complaint and the
evidence both oral and documentary in
support thereof and would that be sufficient
for the complainant to succeed in bringing
charge home to the accused. It is not that
the Magistrate is a silent spectator at the
time of recording of preliminary evidence
before
summoning
of
the
accused.
Magistrate has to carefully scrutinise the
evidence brought on record and may even
himself put questions to the complainant
and his witnesses to elicit answers to find
out the truthfulness of the allegations or
otherwise and then examine if any offence
is prima facie committed by all or any of
the accused.''

22. In the present, case, the Court has
to see that the case is pertaining to a
partnership firm and applicants are the
partners, who have executed a Power of
Attorney in favour of Sahil Verma to look
into the affairs of the firm i.e. financial and
other liabilities. Sahil Verma has acted on
the basis of Power of Attorney executed by
the applicants and he has issued the cheque
on behalf of the firm, therefore, the
applicants are also liable can be prosecuted,
hence the aforesaid judgments of the
Supreme Court are not applicable in view
of the law laid down by the Supreme Court
in paragraph 9.8 of the case of Dhanasingh
Prabhu (supra).

23. Sri Abhinav Kumar Mathur,
learned counsel for opposite parties no.2
and 3 by relying upon the judgement of the
Supreme Court in the case of Dhanasingh
Prabhu (supra) has submitted that director
is a separate persona in relation to a
company, whereas in the case of a
partnership firm, the partner is not really a
distinct legal persona. This is because a
partnership firm is not really a legal
entity separate and distinct as a company
is from its directors but can have a legal
persona only when the partnership firm is
considered along with its partners. He has
further submitted that the judgement of
the Supreme Court in the case of
Dhanasingh Prabhu (supra) is specifically
dealing with the issue of partners in the
partnership firm while the judgments
cited by the counsel for the applicants are
not applicable because mostly all the
judgements relate to a company and its
directors as envisaged under Section 141
of the Act, 1881. Paragraphs 9.6, 9.7, 9.8,
9.9 and 9.10 of the judgement of
Dhanasingh Prabhu (supra) are quoted
below:-
446 INDIAN LAW REPORTS ALLAHABAD SERIES

"9.6 On a conjoint reading of the
various clauses of Section 141, what
emerges is that the expression ?company?
has been used in an expansive way to
include not just a company incorporated
under the provisions of the Companies Act
stricto sensu but also any body corporate
such as a statutory company as well as
other artificial juristic entity such as a
partnership firm or other association of
individuals.
Hence,
the
expression
?director? in sub-section (2) of Section 141
is not restricted to a director of an
incorporated company or a statutory body,
but also includes a partner of a firm. The
expression ?director? in sub-section (2) of
Section 141 of the Act in relation to a firm
means a partner, which is also a legislative
device adopted by the Parliament knowing
fully well and being conscious of the fact
that a partnership firm, jurisprudentially
speaking, does not stand on par with a
director of a body corporate. Since the
Parliament
has
used
the
expression
?company? encompassing all types of
juristic persons, it was necessary to give an
expanded definition to the expression
?director? in relation to a firm to mean a
partner in the firm. Therefore, the inclusion
of a firm within the meaning of the
expression ?company? is by a legal fiction
and by way of a legislative device only for
the purpose of creating a liability on the
partners of the firm, which in any case,
they are liable under the law of partnership
in India. But the definition of the word
company including a partnership firm has
been incorporated in the Explanation for
the sake of convenience, as otherwise a
similar provision would have to be inserted
for the very same purposes. Instead of
replicating the same definition for different
kinds of juristic entities, the Parliament has
thought it convenient to add an Explanation
to define a company for the purpose of
Section 141 of the Act in the context of an
offence committed by, inter alia, a company,
as understood within the meaning of the
Companies Act, and also include a firm or
other association of individuals within the
definition of company. Similarly, under
clause (b) of the explanation, the expression
?director?, in relation to a firm, means a
partner in the firm.

9.7 This also demonstrates the fact
that while a director is a separate persona in
relation to a company, in the case of a
partnership firm, the partner is not really a
distinct legal persona. This is because a
partnership firm is not really a legal entity
separate and distinct as a company is from its
directors but can have a legal persona only
when the partnership firm is considered
along with its partners. Thus, the partnership
firm has no separate recognition either
jurisprudentially or in law apart from its
partners. Therefore, while a director of a
company can be vicariously liable for an
offence committed by a company, insofar as a
partnership firm is concerned, when the
offence is committed by such a firm, in
substance, the offence is committed by the
partners of the firm and not just the firm per
se. Therefore the partners of the firm are
liable for the dishonour of a cheque, even
though the cheque may have been issued in
the name of the firm and the offence is
committed by the firm. Therefore, in law
and in jurisprudence, when a partnership
firm is proceeded against, in substance,
the partners are liable and the said
liability is joint and several and is not
vicarious. This is unlike a company which
is liable by itself and since it is an
artificial juristic entity, the persons in
charge of the affairs of the company or
who conduct its business only become
vicariously
liable
for
the
offence
committed by the company.
11 All. Sonali Verma & Anr. Vs. State of U.P. & Ors.
447

9.8 However, jurisprudentially
speaking, the partners of a partnership firm
constitute the firm and a firm is a
compendious term for the partners of a
firm. This is opposed to the position of a
director in a company which is a body
corporate stricto sensu and such a
company is a separate juristic entity vis--
vis the directors. On the other hand, a
partnership firm has no legal recognition
in the absence of its partners. If a
partnership firm is liable for the offence
under Section 138 of the Act, it would imply
that the liability would automatically
extend to the partners of the partnership
firm jointly and severally. This underlying
distinction between a partnership firm and
a company which is a body corporate has
to be borne in mind while dealing with an
offence committed by a company or a
partnership firm, as the case may be, within
the meaning of Section 138 read with
Section 141 of the Act. To reiterate, in the
case of a partnership firm, there is no
concept of vicarious liability of the
partners as such. The liability is joint and
several because a partnership firm is the
business of partners and one cannot
proceed against only the firm without the
partners being made liable.

9.9
Therefore,
even
in
the
absence of partnership firm being named
as an accused, if the partners of the
partnership firm are proceeded against,
they being jointly and severally liable
along with the partnership firm as well as
inter-se the partners of the firm, the
complaint
is
still
maintainable.
The
accused in such a case would in substance
be the partners of the partnership firm
along with the firm itself. Since the liability
is joint and several, even in the absence of
a partnership firm being proceeded against
by the complainant by issuance of legal
notice as mandated under Section 138 of
the Act or being made an accused
specifically in a complaint filed under
Section 200 of CrPC, (equivalent to Section
223 of the BNSS), such a complaint is
maintainable.

9.10 Thus, when it is a case of an
offence committed by a company which is a
body corporate stricto sensu, the vicarious
liability on the categories of persons
mentioned in sub-section (1) and subsection (2) of Section 141 of the Act
accordingly would be proceeded against
and liable for the offence under Section 138
of the Act. In the case of a partnership firm
on the other hand, when the offence has
been proved against a partnership firm, the
firm per se would not be liable, but liability
would inevitably extend to the partners of
the firm inasmuch as they would be
personally, jointly and severally liable with
the firm even when the offence is committed
in the name of the partnership firm."

24. After going through the judgment
of the supreme Court rendered in the case
of Dhanasingh Prabhu (supra), it is amply
clear that Hon?ble Supreme Court has
enunciated the law that in absence of
partnership firm being named as an accused
if the partners of the partnership firm are
proceeded against, they being jointly and
severally liable along with the partnership
firm as well as inter se partners of the firm.
Therefore, the complaint is maintainable.
The law pronounced by the Supreme Court
in the case of Dhanasingh Prabhu (supra) is
specifically dealing with the issue of
partnership
firm
and
it
has
been
categorically held that there is underlying
distinct between the partnership firm and
the company and it is a body corporate,
whereas the offence committed by the
company is differently dealt with and
448 INDIAN LAW REPORTS ALLAHABAD SERIES
Section 141 of the Act, 1881 is attracted
and there is no concept of authorised
liability of the partners as such. The
liability is joint and severe.

25.
Section
25
of
the
Indian
Partnership Act, 1932 also defines that
every partner is liable, jointly with all the
other partners and also severally, for all
acts of the firm done while he is a partner.
In the present case, applicants are partners
and a partnership deed dated 01.05.2016
was reduced in writing for carrying on
business under the name and style of ?M/s
K.D. Overseas? situated at Neelu Kheri,
District Karnal, Haryana, therefore, the
applicants cannot escape from their liability
because a partnership firm is not really a
legal entity separate and distinct and it can
have a legal persona only when it is
considered along with its partners.

26.
Considering
the
arguments
advanced by counsel for the parties and the
evidence on record, this Court is of the
opinion that the trial court has rightly
entertained the complaint and issued
summons against the applicants. Therefore,
no interference is required by this Court in
exercise of its extraordinary jurisdiction
under Section 528 of Bharatiya Nagarik
Suraksha Sanhita, 2023.

27. Both the applications being devoid
of merit, are rejected.
----------
(2025) 11 ILRA 448
ORIGINAL JURISDICTION
CRIMINAL SIDE
DATED: ALLAHABAD 04.11.2025

BEFORE

THE HON'BLE AVNISH SAXENA, J.

Application U/S 482. No.24989 of 2024
Ravi Pal .....Applicant
Versus
State of U.P. & Anr. ...Opposite Parties

Counsel for the Applicant:
Jitendra Kumar Pandey, Om Prakash Yadav

Counsel for the Opposite Parties:
Anchal Kumar Rao, G.A., Prince Kumar
Srivastava, Rakesh Yadav, Yakub Ali Ansari

Issue for consideration
Matter pertains to false promise of marriage

Headnotes
False promise of marriage-F.I.R. lodged
by the victim -her consistent statement u/s
161 and 164 Cr.P.C.- reveal marriage was
assured by the accused and his parents-
instance was intimated to the Police by the
victim-parents of the accused assured-who
had given consent of marriage at Police
Station-
there
was
intentional
false
promise
of
marriage-direct
nexus
to
influence the consent of the victim-subject
matter of trial. Application dismissed.
(E-9)

Case Law Cited
1. Pramod Suryabhan Pawar Versus State of
Maharashtra and another (2019) 9 SCC 608
2. Sonu alias Subhash Kumar versus State of UP
(2021) 18 SCC 517
3. Amol Bhagwan Nehul versus State of
Maharashtra and another (2025) SCC OnLine SC
1230

List of Acts
Indian Penal Code

List of Keywords
consent of marriage, intentional false promise of
marriage, influence the consent.

Appearances of parties
Counsel for Applicant(s) : Jitendra Kumar
Pandey, Om Prakash Yadav Counsel for Opposite
Party(s) : Anchal Kumar Rao, G.A., Prince Kumar
Srivastava, Rakesh Yadav, Yakub Ali Ansari

(Delivered by Hon'ble Avnish Saxena, J.)