2023 (2) TMI 824 - SC - Indian Laws

Dishonour of Cheque - complaint not filed in the name of the power of attorney holder (but filed in the name of the company through its authorised representative) - entitlement to power of attorney holder to depose further delegate / appoint special counsel - HELD THAT - A bare perusal of the complaint filed by the appellant-company reveals that it has been filed in the name of the company through its authorised representative, Ripanjit Singh Kohli. Therefore, the complaint is by the appellant company in its own name. It has not been filed in the name of the power of attorney holder. The complainant, that is the appellant company is entitled to file the complaint in its own name through its power of attorney holder. There is a general power of attorney of the appellant company in favour of one of its directors, Kavindersingh Anand. The said power of attorney was executed after it was duly approved by the board of directors in its meeting dated 01.05.2010. Therefore, one of the directors of the appellant-company, i.e. Kavindersingh Anand is holding power of attorney of the appellant-company and is the true and lawful attorney of the same - the said power of attorney explicitly authorises him to appoint counsel or special attorneys for conducting all cases or otherwise to do all other acts and things for due prosecution or defence of legal or quasi legal proceedings anywhere in the world. The law is settled that though the general power of attorney holder cannot delegate his powers to another person but the same can be delegated when there is a specific clause permitting sub-delegation. A careful reading of the general power of attorney would reveal that the appellant-company in its meeting of the board of directors held on 1st May, 2010 has resolved to appoint one of its directors Kavindersingh Anand as its attorney of the company who was specifically authorised vide paragraph 2 to appoint counsels or special attorney(s) - a combined reading of paragraph 2 and paragraph 16 of the power of attorney would bring home the fact that the power of attorney holder was authorised to appoint special attorney other than the counsel for the purposes for conducting and prosecution of cases on behalf of the appellant-company. This apart, the power of attorney holder was appointed under the resolution of the board of directors of the appellant company and the draft of the power of attorney was duly approved by the board. The said power of attorney as discussed above do provide for the sub-delegation of the functions of the general power of attorney holder and thus the filing of the complaint on behalf of the appellant company through its authorised representative Ripanjit Singh Kohli is not at all illegal or bad in law. Whether Kavindersingh Anand could depose on behalf of the appellant company, it has to be noted that he was one of the directors of the company who has been specifically authorised to lodge the complaint and to pursue it? - HELD THAT - It has come on record that he has filed his personal affidavit dated 26.03.2018 stating that he is general power of attorney holder of the appellant company and that since he is also a director, he is fully conversant with the facts of the case and hence is competent to pursue the litigation on behalf of the appellant company. The High Court has very conveniently ignored the said affidavit and for the reason that as such an averment is not contained in the complaint, held that he was not authorised to depose on behalf of the appellant company. The High Court manifestly erred in recording the above opinion when the affidavit of the power of attorney holder was on record containing that he has personal knowledge of the transactions - as the power of attorney holder is said to be having due knowledge about the transactions, he has the capacity to depose and the trial court or the Revisional Court committed no error of law in rejecting the applications of the respondent. The High Court erred in interfering with the orders of the trial court in passing the impugned order dated 04.04.2019 - Appeal allowed.

Summary

Issues:
Challenge to judgment setting aside trial court and revisional court orders under Section 482 Cr.P.C.

Analysis:
The appellant-company awarded a contract for shifting electrical overhead lines and made excess payment, which the respondent agreed to refund but later dishonored the cheques. The complaint under Section 138 NI Act was filed by the appellant's authorized representative. The High Court set aside the trial court and revisional court orders, stating the complaint was not filed by an authorized person and the power of attorney holder couldn't depose. The Supreme Court referred to A.C. Narayanan v. State of Maharashtra and laid down principles:
- Complaint through power of attorney holder is legal if knowledgeable about transactions.
- Power of attorney holder can depose if witnessed the transaction.
- Complaint must assert knowledge about transactions.
- Functions under power of attorney can be delegated with specific clause.
- Affidavits of complainant or power of attorney holder are sufficient.
- Complaint by power of attorney holder is maintainable.
The complaint was filed by the appellant company's authorized representative, as per the general power of attorney held by one of its directors, explicitly authorizing him to appoint special attorneys. The power of attorney holder delegated authority to file the complaint. The High Court erred in ignoring the affidavit of the power of attorney holder stating his knowledge of transactions, leading to the Supreme Court setting aside the High Court's order and restoring the trial court and revisional court orders.

This judgment clarifies the legal validity of filing complaints under Section 138 NI Act through power of attorney holders and the authority of power of attorney holders to depose in support of such complaints. The case emphasizes the importance of specific clauses in general power of attorney documents permitting sub-delegation of functions and highlights the significance of affidavits in establishing the knowledge and competency of the power of attorney holder. The decision reaffirms the maintainability of complaints filed by power of attorney holders on behalf of the original complainant, provided the necessary legal requirements are met.