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TMI Blog1996 (11) TMI 470X X X X Extracts X X X X X X X X Extracts X X X X ..... ice the facts of the case. 3. It is alleged by the complainant that A-1 is the firm and A-2 to A-4 are its partners. The accused were purchasing goods from the complainant on credit basis and A-1 was accordingly issuing the cheques for the goods purchased. In relation to such a transaction, the accused issued cheque dated 9-6-1993 for an amount of ₹ 81,450/- drawn on State Bank of India, Begum Bazar Branch, marked in the case as Ex. P. 2. The accused also issued two other cheques dated 11-6-1993 for an amount of ₹ 82,700/- marked as Ex. P. 3 and the third cheque dated 10-6-1993 for an amount of ₹ 82,200/- marked as Ex. P. 4. The latter two cheques were drawn on A.P. Mahesh Co-operative Urban Bank Limited, Begum Bazar. The complainant accordingly presented the cheques to the Banks but the Banks returned Ex. P. 2 on 11-6-1993 vide bank Memo Ex. P. 5, and Ex. P. 3 was returned on 14-6-1993 under bank endorsement Ex. P. 6 and Ex. P. 4 cheque was also returned on the same day i.e. on 14-6-1993 vide bank endorsement Ex. P. 7. All these cheques were returned by the Banks on the ground of 'insufficient funds and effect not cleared'. Thereafter, the complainant ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pany under the name and style M/s. Satish and Company was competent as on the date of filing the same i.e. as on 20-7-1993 and what is the effect of the alleged authorisation letter, Ex. P. 1 in favour of P.W. 1 filed after one year. 6. In order to appreciate the rival contentions I have to note a few admitted facts. It is an admitted fact that the complaint in question was filed by M/s. Satish and Company represented by its Manager, Mr. N. K. Gupta. It is also an admitted fact that along with the complaint no letter or any resolution of the company was filed to show that the Manager was authorised to file the complaint. It is also not in dispute that a letter said to have been dated 17-6-1993 is filed in the case vide Ex. P-1 after one year of filing of the complaint. Now the short question, therefore would be whether the complaint was competent as on the date of filing of the complaint, i.e. as on 20-7-1993, and whether Ex. P-1 can be taken as the ratification on behalf of the Company for the action taken by the Manager P.W. 1 in filing the complaint and even if it is so, would it be a valid ratification. 7. In order to consider these points, I have to necessarily refer to ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... charge of, and was responsible to the company for the conduct of the business of the company, as well as the company, shall be deemed to be guilty of the offence and shall be liable to he proceeded against and punished accordingly. A proviso added to S. 141(1) further states that : Nothing contained in this sub-section shall render any person liable to punishment if he proves that the offence was committed without his knowledge, or that he had exercised all due diligence to prevent the commission of such offence. Sub-clause (2) of S. 141 further provides that, in case it is proved that the offence has been committed with the consent or connivance attributable to any neglect on the part of any director, manager, Secretary or other officer of the Company, such Director, Manager, Secretary or other officer of the company shall also be deemed to be guilty of that offence and shall be liable to be proceeded against and punished accordingly. Under the explanation Company has been defined as body corporate including a firm and other association of individuals and a 'Director' in relation to a firm is also defined as 'a partner in the firm.' 11. Thus, from th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... aw. In other words, he must be such a person that his actions would bind the company which he represents, whether he is called a Manager, Secretary or by any other designation. 16. In fact, corporations being only inanimate legal persons necessarily have to act through such authorised persons and on the basis of an authority under any law or under specific instrument such person can sign the pleadings and file or defend proceedings for and on behalf of such corporation or a company. 17. In this context Order XXIX, Rule 1 of CPC also deserves to be noted and it reads as under : In suits by or against a corporation, any pleading may be signed and verified on behalf of the corporation by the Secretary or by any director or other principal officer of the Corporation who is able to depose to the facts of the case. 18. Interpreting the import of Order XXIX of CPC in M/s. Kalpaka Shrimp Exports v. Kerala Financial Corporation AIR1990Ker84 held that any officer generally or specially authorised by the Board in that behalf could be regarded as the Principal Officer of the Corporation . The High Court of Delhi in M/s. Nibro Ltd. v. National Insurance Co. Ltd. AIR1991Delhi2 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... S. 141 of the Act, which refers to offences by companies, that such of those persons contemplated therein, will also be competent to file complaints, when the statute is silent on that aspect. If a power of Attorney Agent can act instead of an individual payee or a holder in due course, it will equally be competent for a power of Attorney Agent of a company, explained under S. 141 of the Act, meaning anybody corporate including a firm or other association of individuals, to file a complaint, on behalf of the company. The answer to the question posed, is that a Power of Attorney Agent of the payee or the holder in due course of the cheque, will be competent to make a complaint in writing under S. 142(a) of the Negotiable Instruments Act, to facilitate valid cognizance being taken by the Magistrate. 21. After enunciating the principle, as above, the High Court of Madras quashed those proceedings in which no authorisation was filed along with the complaint (and dismissed the criminal petitions in which either authorised or power of attorneys were filed for and on behalf of the payee at the time of filing of the complaint.). 22. At this stage, I may also notice the other con ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ce of the offence. Thus, in my humble opinion, the other decision of the High Court of Madras in M/s. Gopalakrishna Trading Co. v. D. Baskaran 1992 (1) MWN 236 : 1992 (Supp) MWN that a manager is competent to institute complaint without any authorisation by the company cannot be taken as laying down correct law. 23. The next question that arises in this case is that even in such cases where proper authorisation letter or power of attorney was not filed, along with the complaint, whether the company can ratify such actions later or whether such authorisation letter can be filed later so as to regularise the irregular proceedings. 24. The learned counsel for the appellant-complainant brought to my notice that in this case Ex. P-1, a letter, authorising the Manager to institute the proceedings was filed after one year and on that basis he submitted that the defect, if any, in filing the complaint stands cured and therefore the complaint was properly instituted. I am afraid that this contention also cannot be accepted for more than one reason. If there was no proper authorisation as on the date of filing of the complaint, the Court could not have taken cognizance of the offence ..... X X X X Extracts X X X X X X X X Extracts X X X X
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