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9. During the pendency of the Complaint Case, Respondent Nos. 1 and Respondent No. 2, through its partner Arjun Jain/ Respondent No. 3, entered into a Settlement dated 02.07.2021 whereby the Respondent No.2 was obligated to comply with the terms of the Settlement Agreement, in satisfaction of all the liabilities and obligations.

10. Aggrieved by the pendency of the Complaint Case, the Petitioner has sought its quashing on the grounds that the Petitioner was merely a Sleeping partner in Respondent No.2/M/s Whitefox India, having no role in managing any affairs of the Partnership Firm and was in no way responsible for any affairs, day-to-day functioning and management of the Respondent No.2 Firm including the transactions done between the Respondents herein. The Petitioner has been dragged into the present Complaint without considering the fact that the Petitioner has not been a Party/Signatory to any of the transactions between the Respondents including the Investment Agreement dated 26.06.2018, Addendum dated 19.03.2019, Cheques issued pursuant thereto, Settlement Agreement dated 29.07.2021, and any communication, etc. It has also been acknowledged by the Complainant that the Petitioner has no role in the subject transactions as the Petitioner has not been made a party or signatory in the Settlement Agreement and that the Petitioner is a sleeping partner and has no role in the affairs of the Partnership Firm/Respondent No.2.

21. Thus, the Petition is liable to be dismissed.

Submissions Heard and Record Perused.

22. Present is a case where the Petitioner is seeking a discharge on two grounds: firstly, on the basis of there being a Settlement between the Parties; and secondly, that the Petitioner was merely a Sleeping Partner in the Firm and had no role in the conduct of day-to-day affairs of the Firm. Settlement Agreement dated 29.07.2021 between the Parties:

35. The contention raised by the Petitioner in this regard is not tenable and is hereby, rejected.

Petitioner being a Sleeping Partner:

36. The second aspect is whether the the Complaint qua the Petitioner is liable to be quashed as she was merely a Sleeping Partner in the Firm.

37. Section 141 specifically provides that the partners of the firm are liable for the Offence under S.138 N.I. Act committed by the Accused Firm. The same as under:

46. No reply was given to the Legal Notice and there was no rebuttal on the part of either of the partners that the Petitioner was a sleeping partner who had no concern with the affairs of this Firm.

47. Furthermore, as already noted there is no document filed to show that the petitioner was a sleeping partner. One such document to corroborate her assertion could be the Partnership Deed wherein it could have been indicated that she was a sleeping partner, but no such Partnership Deed to this effect, has been brought on record. Section 25 of Partnership act clearly states that the act done by one partner shall be for and on behalf of the partners and the partnership Firm.