Legal formats / Negotiable Instruments Act
Information to Annex with a Section 138 Cheque Dishonour Complaint Against a Company
When a cheque issued by a company is dishonoured, a complainant may need to supply particulars identifying the company, the cheque, the statutory demand notice, and the individuals sought to be made liable. This guide explains the information referred to in the Delhi High Court directions concerning complaints under Sections 138 and 141 of the Negotiable Instruments Act, 1881, and provides a practical annexure format.
Applicable legal provisions
Section 138, Negotiable Instruments Act, 1881: Prescribes criminal consequences when a cheque issued towards a legally enforceable debt or liability is returned unpaid, subject to statutory conditions concerning presentation, written demand notice and non-payment. The prescribed punishment may extend to two years of imprisonment, a fine up to twice the cheque amount, or both.
Section 141: Addresses offences by companies and the potential liability of persons who were in charge of and responsible for conducting the company's business at the relevant time, subject to statutory requirements and defences. Merely holding the title of director does not, by itself, establish liability in every case.
Section 142: Regulates cognizance, limitation and territorial jurisdiction. In general, the complaint is made by the payee or holder in due course within one month from accrual of the cause of action, subject to the court's power to condone delay on sufficient cause. Jurisdiction depends on the banking route and the rules in Section 142(2).
Section 143: Provides for summary trial of specified cheque dishonour offences, subject to its terms. Section 145: Permits the complainant's evidence on affidavit, subject to the Act and applicable procedure.
Read the Negotiable Instruments Act, 1881 on India Code and consult the Ministry of Corporate Affairs for available company filings.
Background: Delhi High Court directions issued in 2013
The original guidance refers to Delhi High Court proceedings numbered CRL.M.C. 1821/2013 and CRL.M.C. 1822/2013, concerning particulars sought in cheque dishonour complaints involving companies. It describes a requirement to obtain Form No. 32 to identify directors at the time of the alleged offence and when the complaint was filed, together with a separate information sheet.
Those directions must be read in their procedural and historical context. Form No. 32 was used under the Companies Act, 1956 for changes involving directors and related officers. Under the Companies Act, 2013, DIR-12 and other MCA records are generally relevant to appointments and changes in directorship. Documentary proof should correspond to the period relevant to the alleged offence; the current MCA master data alone may not establish historical responsibility.
Information to be furnished with the complaint
The following particulars reproduce the substantive categories in the earlier annexure guidance, clarified for contemporary filing:
- Accused company: Name, registered office, corporate identification number (CIN), and relevant company particulars.
- Dishonoured cheque: Name of the payee or person/company in whose favour it was issued; drawer of the cheque; date of issue; drawer bank and branch; collecting or payee bank and branch; cheque number, amount, and signatory.
- Reason for dishonour: The exact reason recorded in the bank's cheque return memo, with its date.
- Persons alleged to be vicariously liable: Name, designation, relevant period and specific factual averments explaining how each person was in charge of and responsible for the conduct of the company's business, or otherwise liable under Section 141.
- Legal demand notice: Date, mode of dispatch, address, service or deemed-service particulars, and supporting records.
- Reply to notice: Whether any reply was received, its date, and a copy where available.
Sample annexure format for a Section 138 complaint
IN THE COURT OF THE LEARNED JUDICIAL MAGISTRATE AT __________
Complaint Case No.: __________ of ______
Complainant: ____________________
Versus
Accused Company and Others: ____________________
ANNEXURE: PARTICULARS OF THE ACCUSED COMPANY, DISHONOURED CHEQUE AND STATUTORY NOTICE
| 1. Accused company | Name: __________ CIN: __________ Registered office: __________ |
|---|---|
| 2. Payee / beneficiary | Person or company in whose favour cheque was issued: __________ |
| 3. Drawer | Name of drawer / account holder: __________ |
| 4. Cheque particulars | Cheque number: __________ Date: __________ Amount: Rs. __________ Signatory: __________ |
| 5. Drawer bank | Bank name, branch and location: __________ |
| 6. Collecting / payee bank | Bank name, branch and location: __________ |
| 7. Dishonour | Date of return memo: __________ Exact reason recorded: __________ |
| 8. Officers / directors arrayed as accused | Name and designation: __________ Period of responsibility: __________ Specific role and basis of liability: __________ Supporting company records: __________ |
| 9. Statutory legal notice | Notice date: __________ Dispatch date and mode: __________ Address: __________ Service / deemed-service details: __________ |
| 10. Reply to notice | Reply received: Yes / No Date and brief particulars: __________ |
| 11. Payment and limitation | Expiry of 15-day payment period: __________ Cause-of-action date: __________ Complaint filing date: __________ |
Declaration: The above particulars are furnished on the basis of the complaint, banking records, company filings and other documents relied upon, to the best of the complainant's knowledge and belief.
Place: __________ Date: __________
Signature of Complainant / Authorized Representative: __________
Through Counsel (if applicable): __________
Supporting documents and filing considerations
Depending on the facts and applicable court directions, relevant documents may include the cheque or legally admissible cheque record, return memo, demand notice, postal or electronic dispatch and delivery evidence, any reply, documents establishing the debt or liability, and authorisation of the complainant's representative. For a company accused, include appropriate MCA records, historical Form No. 32 where relevant, DIR-12 filings, and material supporting the pleaded role of each individual.
Under the proviso to Section 138, the demand notice is generally required within 30 days of receiving information of dishonour, and the drawer is allowed 15 days after receipt of notice to pay. A complaint is ordinarily filed within one month after the cause of action arises under Section 142(1)(b), subject to the statutory provision for condonation. Dates must be calculated from the actual facts and applicable judicial interpretation.
See also the detailed article on the time limit and procedure for filing a Section 138 complaint.
Practical note
This is an illustrative information sheet, not a prescribed nationwide statutory form. Adapt the pleading to the court's current requirements, the actual cheque transaction, and the legal basis for proceeding against each accused. Do not allege personal responsibility or criminal intent without supporting facts. For authoritative legislation and company records, refer to India Code and the MCA portal.