Apex Court Clarifies Personal Liability of Authorized Signatories U/s.138

Blog

Apex Court Clarifies Personal Liability of Authorized Signatories U/s.138

In a recent Judgement the Apex Court clarified a complex question that whenever a cheque bounces or gets dishonoured irrespective of it being issued by a Company, Trust, or Society who faces criminal liability? Does the person who physically signs the cheque, the authorized signatory, bear personal responsibility, or does the liability rest solely on the institution?

 

On 12.05.2026, the Supreme Court of India in K. Ranganayakulu v. State of Telangana & Ors. (2026 INSC 555), a Division Bench comprising Justice Prashant Kumar Mishra and Justice N.V. Anjaria ruled that administrative titles cannot shield individuals from criminal prosecution if they act as the exclusive financial face of an organization.

 

The matter originated from a Memorandum of Understanding (MOU) signed in 2009 between a power utility company (now TSSPDCL) and an NGO named TIMES. Under the MOU, the NGO was outsourced the task of collecting domestic electricity bill payments.

 

The Appellant, K. Ranganayakulu, signed the agreement in his capacity as the Treasurer of the NGO and was tasked with remitting the collected cash back to the utility via cheques or online transfers on the next working day. When the cheques executed by him were  bounced due to insufficient funds, the utility initiated criminal proceedings under Section 138 of the Negotiable Instruments Act, 1881.

 

The Appellant argued that as a mere authorized signatory and Treasurer not the owner or Chairman he was not the legal "drawer" of the cheque and could not be held vicariously liable under strict interpretation of penal laws. The Supreme Court rejected this defense. The Court said if the NGO has made the Appellant as its front face by authorizing him to sign all the negotiable instruments and to make payment it is only the Appellant who shall be responsible for all the consequences thereof, because the Operating Agreement did not recognize any other executive entity or office bearer for these financial transactions, the Court held that the authorized signatory cannot casual hide behind an organizational veil. While the Apex Court upheld the conviction, it took a pragmatic approach regarding the sentence, recognizing the Appellant’s role as an office bearer rather than a principal owner.