Change in Company Name Does Not Invalidate Pending Complaint Under Section 138 NI Act – Calcutta High Court

“No Requirement to Amend Cause Title After Change in Company Name; Complaint Remains Valid” – In a significant clarification on corporate procedural law vis-à-vis criminal prosecution, the Calcutta High Court ruled that a pending complaint under Section 138 of the Negotiable Instruments Act, 1881, does not become defective or invalid merely because the complainant company changes its name during the pendency of the proceedings.

Justice Ajay Kumar Gupta, while deciding the case of Super Inducto Steels Ltd. & Anr. v. Annapurna Cast Ltd. & Anr., rejected the argument that continuation of proceedings in the old name of a company, which had converted from a ‘Limited’ to ‘Private Limited’ entity, rendered the entire prosecution void.

“The complaint, filed in the old name of the company, remains maintainable even after the subsequent change of name… rights and liabilities of the old company vest in the new company under the statute,” the Court observed, placing reliance on Section 23(1) of the Companies Act, 1956.

Corporate Renaming No Bar to Criminal Prosecution if Cause of Action Arose in Original Name

The petitioners had argued that once the complainant changed its name from “Annapurna Cast Ltd.” to “Annapurna Cast Pvt. Ltd.”, the complaint should have either been amended or dismissed for being filed by a “non-existent juristic person”.

However, the Court found this contention legally untenable, relying on statutory provisions and case law. The Court held that Section 23(1) of the Companies Act, 1956 clearly provides that a company’s legal personality continues unaffected by a change of name, and all ongoing legal proceedings can continue in the original name.

Citing Pioneer Protective Glass Fibre Pvt. Ltd. v. Fibre Glass Pilkington Ltd., 1984 SCC OnLine Cal 171, the Court reiterated that:
“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.”

Valid Authorisation for Representation Reaffirms Procedural Regularity

The Court also noted that valid board resolutions were passed by the complainant company authorising first Kuldip Yadav, and later Raj Narayan Singh, to represent the company in the criminal proceedings. This rebutted the petitioners' claim that there was a lack of authorisation or that the complaint was being prosecuted by an unauthorised individual.

“The complainant has established its authority by producing the board resolution authorising the representative. Therefore, the complaint is well maintainable,” the Court held.

Petitioners’ Objection on Change of Corporate Identity Held a Mere Technicality

Justice Ajay Kumar Gupta dismissed the petitioners' claim that the complainant became a "non-existent entity" due to the change in name, calling such reasoning contrary to settled legal principles. The Court clarified that legal identity of a company is preserved despite renaming, and such a change does not extinguish or nullify its rights to pursue existing legal remedies, including criminal complaints under the NI Act.

This judgment reaffirms the principle that corporate technicalities cannot defeat substantive rights, especially in cases involving criminal prosecution for cheque dishonour. The Calcutta High Court has now added to the jurisprudence clarifying that Section 138 NI Act proceedings can proceed unhindered even if the complainant undergoes a change in corporate structure or name, as long as the original complaint was filed by a valid legal entity.

Date of Decision: 14 November 2025