The High Court at Calcutta, in a judgment delivered on November 14, 2025, dismissed a criminal revisional application and upheld the concurrent conviction of a company and its director under Section 138 of the Negotiable Instruments Act, 1881.
Justice Ajay Kumar Gupta held that proceedings initiated under Section 138 of the N.I. Act do not become invalid merely because the complainant company subsequently changed its name, and the cause title of the complaint was not amended to reflect this change.
The application (C.R.R. 4568 of 2023) was filed by Super Inducto Steels Limited and its director, challenging the judgment of the Additional District and Sessions Judge, 1st Fast Track Court, Calcutta, which had affirmed their conviction and sentence passed by the 3rd Metropolitan Magistrate, Kolkata, in a cheque dishonour case from the year 2000.
Background of the Case
The case originated from a complaint filed by Annapurna Cast Ltd (opposite party no. 1) against Super Inducto Steels Limited (petitioner no. 1) and its director (petitioner no. 2).
According to the complaint, in March 1999, Annapurna Cast Ltd supplied iron moulds to the petitioner company under two separate invoices amounting to Rs. 2,14,619/- and Rs. 1,81,105/-, respectively. Against these invoices, the petitioners issued an A/C payee cheque dated October 27, 1999, for a total sum of Rs. 3,95,724/-, drawn on Punjab National Bank.
When the cheque was presented for encashment, it was dishonoured on April 22, 2000, with the endorsement “Insufficient funds”. The complainant subsequently issued a statutory demand notice on May 2, 2000, under Section 138 of the N.I. Act. The petitioners’ failure to comply with the demand within the stipulated time led to the initiation of complaint case No. C/2839/2000.
On December 22, 2022, the Learned 3rd Metropolitan Magistrate, Kolkata, convicted the petitioners under Section 138 and sentenced them to pay Rs. 6 lacs along with 9% simple interest per annum. In default of payment, they were to undergo simple imprisonment for three months.
The petitioners’ appeal (Criminal Appeal No. 16 of 2023) was dismissed by the Learned Additional District and Sessions Judge on October 11, 2023, who affirmed the trial court’s judgment. Aggrieved by this, the petitioners moved the High Court under Article 227 of the Constitution and Section 482 of the Cr.P.C.
Petitioners’ Submissions
The learned counsel for the petitioners primarily argued that the complaint was legally unsustainable. It was contended that the prosecution witness (PW-1) admitted during cross-examination that the complainant company had converted from a “limited company” to a “private limited company” at the time of filing the complaint, yet no amendment was made to the pleadings.
The petitioners argued that this failure to amend the company’s name and status “rendered the proceedings invalid in law.” It was further submitted that the complaint was continued in the name of a “non-existent juristic person,” which is tantamount to a “dead person,” and thus, the complaint was not maintainable.
The petitioners also contended that payments of Rs. 1,00,000/- by cheque and Rs. 2,00,000/- by Demand Draft were not considered by the lower courts.
Opposite Party’s Submissions
Conversely, the learned counsel for the opposite party (complainant) argued that the dishonour of the cheque clearly attracted Section 138. It was submitted that the “subsequent change in the company’s name is of no consequence to the criminal proceedings already initiated.”
The counsel contended that the petitioners never disputed issuing the cheque nor did they challenge the validity of the demand notice. Relying on Section 23(1) of the Companies Act, 1956, it was argued that any proceeding commenced by a company in its old name could be continued in that name even after a change of name.
High Court’s Discussion and Findings
The High Court, after perusing the record and hearing arguments, framed two primary issues for consideration:
- Whether the Court, exercising jurisdiction under Article 227 or Section 482 Cr.P.C., has the power to re-assess the entire evidence.
- Whether the failure to amend the complainant company’s name affects the validity of the conviction.
On the Scope of Re-appraisal of Evidence: Justice Gupta observed that the power of superintendence under Article 227 and inherent powers under Section 482 are “extraordinary and discretionary.” The Court affirmed that this jurisdiction is “narrow and circumscribed” and that the “High Court… does not act as a court of appeal to re-appreciate or re-evaluate evidence.”
Citing several Supreme Court judgments, including State of Haryana v. Bhajan Lal and Shalini Shyam Shetty v. Rajendra Shankar Patil, the Court held that interference is justified only in cases of “patent error of law, a manifest miscarriage of justice, or where the findings are perverse or based on no evidence at all.” The Court concluded it “cannot reassess or re-appreciate the entire evidence as if sitting in appeal.”
On the Maintainability of the Complaint: The Court found the petitioners’ contention regarding the company’s name change to be “untenable.” It noted that the complainant’s representative, Sri Raj Narayan Singh, was duly authorised to represent the company via a board resolution (Ext.1/1).
The High Court found that the judgment in Pioneer Protective Glass Fibre P. Ltd. v. Fibre Glass Pilkington Ltd., relied upon by the complainant, “squarely applies to the present case.” The Court quoted the principle laid down in the Pioneer case: “…any proceeding which had been commenced or continued by the company in its old name could be continued by the company in such name even after the change of name. No right, however, was conferred on the company to commence a new proceeding in its old name.”
Applying this, the High Court held that the complaint, filed in the old name, remained maintainable.
The Court also noted that the complainant had “successfully proved all the essential ingredients of the offence under section 138” and that the petitioners’ claim of part payment was “not supported by any admissible evidence.” Furthermore, the petitioners had “not disputed the fact that the cheque was not issued by the Petitioners” and had not replied to the statutory notice.
The Decision
Finding “no reason to interfere with the impugned judgment and order passed by the learned courts below,” the High Court dismissed the criminal revisional application (C.R.R. 4568 of 2023) and vacated any interim orders. The Registry was directed to send a copy of the judgment to the trial court for taking necessary action against the petitioners.
