Good‑Faith Shareholder Alerts to Lenders Are Protected; Internal Receipt by Corporate Employees Is Not “Publication” for Defamation: Delhi High Court’s Ritesh Bawri v. State (NCT of Delhi)

Introduction

In RITESH BAWRI & Ors v. State (Govt of NCT of Delhi) & Anr., 2025 DHC 8901 (decided on 08 October 2025), the Delhi High Court (Neena Bansal Krishna, J.) quashed criminal defamation proceedings arising out of a shareholder letter sent to a lender, later forwarded to the complainant’s corporate email. The decision clarifies two critical points in Indian defamation law: first, that communications made in good faith to protect one’s own or another’s legitimate interests are protected by Exception 9 to Section 499 IPC; and second, that mere internal receipt and comprehension of content by the complainant’s own authorised employees does not amount to “publication” to third parties—a necessary ingredient of defamation.

The case arose from long-standing corporate disputes relating to Calcom Cement India Ltd. (CCIL). The petitioners (the Bawri Group), erstwhile promoters and minority shareholders of CCIL and guarantors for CCIL’s debt, sent a letter dated 15 December 2015 to GuarantCo, a lender to CCIL, alleging mismanagement and circular transactions by the Dalmia Group, the majority shareholder managing CCIL. GuarantCo forwarded the letter to Dalmia’s corporate email for clarification. Dalmia Cement Bharat Ltd. (Respondent No. 2) then filed a complaint for defamation in Delhi, leading to a summoning order dated 08 May 2017. The petitioners sought quashing under Section 482 CrPC.

Key issues presented included territorial jurisdiction (Section 178 CrPC), abuse of process (civil disputes dressed as criminal), the applicability of Exceptions 8 and 9 to Section 499 IPC, the mandatory inquiry under Section 202 CrPC for out-of-jurisdiction accused, and whether “publication” occurred where a forwarded email was accessed only by the complainant’s authorized employees.

Summary of the Judgment

The High Court allowed the petition and quashed the complaint and summoning order, holding that:

The essential element of “publication” was not satisfied. The lender forwarded the letter to the complainant’s corporate email and it was read by the complainant’s own authorised representative and employee. That is not publication to a third party.
The letter fell within Exception 9 to Section 499 IPC: it was made in good faith to protect the interests of the petitioners (as minority shareholders/guarantors) and to inform a lender with a direct stake in CCIL’s affairs.
The communication was confined to CCIL’s management, was consistent with issues raised in pending company law/ arbitration proceedings, and was not a general attack on reputation.
The High Court reiterated that the Magistrate and the High Court can consider statutory exceptions at the threshold where they are apparent on the face of the complaint and pre-summoning materials (relying on Iveco Magirus Brandschutztechnik GMBH v. Nirmal Kishore Bhartiya).
The Court emphasized that allowing a criminal prosecution in these circumstances would amount to misuse of criminal process in a quintessentially civil/corporate dispute.

In view of these findings, further questions (territorial jurisdiction; Section 202 CrPC; individual roles under Sections 34/109 IPC; the “aggrieved person” point under Section 199 CrPC) did not require determination. The Court quashed Complaint Case No. 58775 of 2016 and all consequent proceedings, including the summoning order dated 08 May 2017.

Detailed Analysis

1. Precedents and Authorities Cited

Mohammed Abdulla Khan v. Prakash K. (Criminal Appeal No. 2059/2017, Supreme Court): The Court distilled the elements of criminal defamation—requiring an imputation made with intention/knowledge/reason to believe it would harm reputation; conveyed by words/signs/visible representations; and either made or published. It also explained the distinction between “making” and “publishing” an imputation. This case underpinned the High Court’s framework for assessing the ingredients of Section 499 IPC, particularly the necessity of publication to a third person.
Halsbury’s Laws of England and classic common law authorities like Scott v. Sampson (1882) QBD 491: These were cited to explain the core meaning of a defamatory statement—one that lowers a person in the estimation of right-thinking members of society. Indian decisions such as Bata India Ltd. v. A.M. Turaz (2013 (53) PTC 586) and Pandey Surindra Nath Sinha v. Bageshwari Pd. (AIR 1961 Pat. 164) adopted and applied this understanding.
Umesh Kumar v. State Of Andhra Pradesh (2013) 10 SCC 591 and Subramanian Swamy v. Union of India (2016) 7 SCC 221: These decisions underscore the constitutional value of reputation under Article 21 and confirm the validity of criminal defamation as a permissible restriction on free speech under Article 19(2), balancing speech and reputation.
Charanjit Singh v. Arun Puri ILR (1982) Delhi 953; Khima Nand v. Emperor (1937) 38 Cri LJ 806 (All); Amar Singh v. K.S. Badalia (1965) 2 Cri LJ 693 (Pat): These cases emphasize that “publication” in criminal defamation is the communication of the imputation to someone other than the person defamed. They were used to frame what constitutes publication and why it is indispensable to the offence.
Dow Jones & Company Inc. v. Gutnick (2002) 210 CLR 575 (High Court of Australia): Cited for the proposition that harm to reputation occurs when the defamatory matter is comprehended by a reader/listener/observer; publication is thus a “bilateral act” involving both the publisher and a third party who comprehends it. This comparative authority illuminated the publication analysis in the context of electronic communications.
Iveco Magirus Brandschutztechnik GMBH v. Nirmal Kishore Bhartiya and Anr. (2024) 2 SCC 86; and Shahed Kamal & Ors. v. M/s A. Surti Developers Pvt. Ltd. & Anr. 2025 INSC 502: These Supreme Court decisions confirm that a Magistrate, and the High Court in Section 482 proceedings, may consider statutory exceptions to Section 499 at the threshold where the exception is apparent from the complaint and pre-summoning materials; what is “excepted” is not defamation at all.
Chaman Lal v. State Of Punjab (1970) 1 SCC 590: Under Exception 9, an imputation made in good faith to protect one’s own or another’s interest (or for the public good) does not amount to defamation; the interest must be real and legitimate.

2. The Court’s Legal Reasoning

a) The civil–commercial matrix matters

The Court carefully situated the letter within an ongoing, acrimonious corporate dispute. The petitioners, as minority shareholders and guarantors for loans of approximately Rs. 585 crores, were legitimately concerned about CCIL’s management under the Dalmia Group, the majority controller. Their letter substantially mirrored allegations already presented before the Company Law Board/NCLT and was addressed to a lender with a direct financial stake. This context was crucial both to “good faith” and to the proper demarcation between civil and criminal remedies.

b) Publication: internal receipt is not third-party publication

Publication is a sine qua non of defamation. The letter, originally addressed to GuarantCo (London), was forwarded by the lender to the complainant’s corporate email for clarification. It was accessed by the complainant’s authorised representative and another employee. The Court held that this internal receipt and comprehension by authorised employees of the complainant is not publication to a “third party”.

Two points carried the day:

The forwarding was directly to the party referred to (the Dalmia Group/complainant) to whom the allegations pertained—no external dissemination was shown.
The complainant’s employees were authorised to deal with the company’s affairs; internal comprehension could not establish lowering of reputation “in the eyes of the public”. An employee’s assertion that he wished to resign after reading the email was described as “conjured” and, in any event, not probative of diminished public estimation.

In short, no “harm to reputation” in the sense required by criminal law—through communication to persons other than the complainant—was established. For this reason alone, the complaint was liable to be quashed.

c) Exception 9 to Section 499 IPC: good faith for protection of interests

The Court proceeded to an independent ground: the letter squarely fell within Exception 9 to Section 499 IPC. Exception 9 protects imputations made in good faith for the protection of the maker’s own interests, another’s interests, or for the public good. Two prerequisites were satisfied:

Good faith (Section 52 IPC): on the record, the letter was tethered to the petitioners’ pleaded allegations in company law proceedings; it was addressed to a lender with a direct stake, and the petitioners were guarantors and minority shareholders. The content was narrowly tailored to CCIL’s operations/transactions, not a generalized smear. This met the “due care and attention” standard.
Protection of interest: The petitioners had a real and legitimate interest (minority protection and personal exposure as guarantors). The recipient lender (GuarantCo) had a direct financial interest. The communication was for the protection of these interests, not to scandalize the complainant in public.

The Court cited Chaman Lal to emphasize that the interests protected must be real and legitimate; it also referenced precedent indicating that truthful, cautionary, or protective communications in commerce, made in good faith, fall within Exception 9.

d) NCLT dismissal does not transform corporate allegations into “defamation”

The complainant argued that the NCLT later dismissed the petitioners’ mismanagement allegations on merits, rendering the letter false and defamatory. The Court rejected this proposition. A failed civil/corporate claim does not, without more, morph the underlying allegations into criminal defamation. Otherwise, “every Petition before NCLT which fails, would result in a defamatory case”—a result incompatible with commercial freedom and legal process.

e) Threshold scrutiny and the role of Exceptions at summoning/quashing stages

Relying on Iveco Magirus and Shahed Kamal, the Court reiterated that a Magistrate may consider Exceptions to Section 499 IPC even at the stage of issuing process if the complaint and pre-summoning evidence themselves disclose a complete defence. Equally, the High Court can consider such Exceptions in Section 482 proceedings on the same record. Because what is covered by an Exception is not defamation at all, the Court is justified in quashing at the threshold to prevent abuse of process where the exception is clearly attracted.

f) Abuse of process in corporate quarrels

The Court refused to allow criminal law to be weaponized in an ongoing corporate control and oppression/mismanagement dispute. It emphasized that the letter was an inter se communication among directly interested parties amid pending company law and arbitral proceedings. Criminal prosecution in this setting would chill bona fide corporate governance communications and distort remedies designed for civil forums.

3. Issues Raised but Not Decisive

Territorial jurisdiction (Sections 178/179 CrPC): The petitioners argued that the letter was written in Kolkata and sent to London, with no component in Delhi; the complainant contended harm ensued at its Delhi office where the email was read. The Court did not need to decide this, having quashed on publication and Exception 9.
Section 202 CrPC inquiry: The petitioners alleged non-compliance; the complainant pointed to pre-summoning statements of CW‑1 and CW‑2. The High Court did not base its decision on Section 202, noting that statements were recorded; the quashing turned on the substantive defects noted above.
Sections 34/109 IPC and individual roles: Although raised by the petitioners, these became academic once the Court held no offence of defamation was made out.
Section 199 CrPC—“aggrieved person”: The complainant argued it was aggrieved as the flagship company explicitly referenced by the letter’s subject line (“Dalmia Group”). This issue was overtaken by the finding of no publication and the protection of Exception 9.

4. Impact and Significance

a) Corporate governance and lender communications

The ruling provides robust protection for bona fide communications by shareholders, directors, guarantors, and other stakeholders to lenders or similarly interested counterparties. Where such communications are made with due care, tethered to ongoing corporate disputes, and directed to persons with a legitimate stake, Exception 9 will strongly militate against criminal defamation.

b) Publication in the digital workplace

The holding that internal receipt and comprehension by a complainant’s own authorised employees is not “publication” to third parties is a significant clarification in the age of email and corporate inboxes. Absent dissemination beyond the complainant, an email forwarded into a corporate account and accessed by those authorized to deal with the matter will not meet the publication requirement.

c) Guarding against SLAPP-like misuse of criminal defamation

The judgment recognizes and checks the misuse of criminal process in commercial contests. It signals that courts will be alert to defamation complaints deployed as leverage in shareholder/boardroom battles—especially where civil fora (NCLT, arbitration) are properly seized of the core dispute.

d) Early filtration under Section 482 CrPC

By reaffirming that Exceptions to Section 499 IPC can be considered at the summoning and quashing stages, the decision empowers trial courts and High Courts to arrest meritless prosecutions early, sparing parties the burdens of a full criminal trial where the record itself discloses a complete defence.

e) Practical implications

Stakeholders should document their basis (minutes, pleadings, audit entries) when communicating allegations to lenders/regulators—this supports “good faith”.
Limit communications to those with a direct, legitimate interest; avoid broad dissemination that could constitute publication to third parties.
Focus on specific corporate acts/transactions rather than generalized character attacks; confine statements to the subject entity’s conduct.
Complainants alleging defamation from such communications should be prepared to show genuine third‑party publication and demonstrable lowering of reputation in the public eye, not mere internal reactions.

Complex Concepts Simplified

Defamation (Section 499 IPC): A person commits defamation by making or publishing an imputation about someone with intent/knowledge/reason to believe it will harm reputation. Publication means communicating the imputation to someone other than the person defamed.
“Making” vs. “Publishing”: Telling a person “you are X” is making an imputation; telling others that a person “is X” is publishing it. Only publication completes the offence.
Publication: Requires a third party to receive and comprehend the imputation. Internal receipt by the complainant’s authorized employees, dealing with the complainant’s affairs, is not publication to a third party.
Exception 9 to Section 499: If an imputation is made in good faith to protect the maker’s or another’s interests (or for the public good), it is not defamation. “Good faith” (Section 52 IPC) means due care and attention. Interests must be real and legitimate.
Exception 8 to Section 499 (for context): Covers accusations made in good faith to a person with lawful authority over the person accused. In this case, the Court grounded its decision principally in Exception 9, noting the lender’s legitimate interest in the subject matter.
Reputation: Protects one’s standing in the eyes of society, not mere internal discomfiture. Criminal defamation guards against unjustified injury to that public estimation.
Section 482 CrPC: The High Court’s inherent power to prevent abuse of process or secure the ends of justice. It may quash criminal proceedings where, on the face of the complaint and pre-summoning materials, no offence is disclosed or a complete defence (such as a statutory exception) is evident.
Section 202 CrPC: Where the accused resides outside the Magistrate’s jurisdiction, the Magistrate must inquire into the case before issuing process. Here, statements of the complainant’s witnesses were recorded; the quashing eventually turned on substantive grounds (publication/Exception 9).

Conclusion

Ritesh Bawri marks an important consolidation of principles at the intersection of criminal defamation and corporate governance. The Delhi High Court held that:

Internal receipt of a forwarded email by the complainant’s authorised employees does not amount to third‑party “publication”, defeating a core ingredient of criminal defamation.
Good‑faith communications by shareholders/guarantors to lenders about the management of a company—especially where aligned with pending civil proceedings—fall within Exception 9 to Section 499 IPC.
Courts may consider statutory exceptions at the threshold in summoning/quashing proceedings; what is “excepted” is not defamation at all.
Civil/commercial disputes should not be criminalised through defamation complaints absent clear publication and harm to reputation in the public eye.

The decision both safeguards the constitutional value of reputation and preserves space for bona fide, interest‑protective communications in corporate finance. It will likely serve as a bulwark against SLAPP‑style criminal complaints in shareholder disputes, guide prudent drafting and routing of stakeholder communications, and assist courts in early filtration of meritless prosecutions under Section 482 CrPC.