IMPORTANT POINTS
(1) Dishonour of cheque – When, complainant/payee is a company, an authorized employee can represent company.
(2) Dishonour of cheque – Dismissal of a complaint at threshold by Magistrate on question of authorisation, would not be justified.

JUDGMENT :

A.S. Bopanna, J.

1. Leave granted.

2. The appellant is assailing the judgment dated 14.12.2017 passed by the High Court of Orissa at Cuttack in CRLMC No.1210 of 2017. Through the said judgment, the High Court while disposing of the petition has quashed the order dated 05.11.2015 passed by the learned SDJM, Jharsuguda by which cognizance was taken and summons was issued in I.C.C. Case No.422 of 2015. The appellant who is the complainant in I.C.C. Case No.422 of 2015 is therefore before this Court, claiming to be aggrieved by the said judgment.

3. The brief facts are that the respondent herein had issued seven cheques dated 13.03.2015, in all amounting to Rs.1,10,00,000/-(Rupees one crore ten lakhs) in favour of the appellant company. On presentation, the said cheques were dishonoured by the Bank and returned with the endorsement, ‘account closed’. The appellant in that view issued notices dated 14.04.2015 through registered post, acknowledgement due. Though the notices were received on 16.04.2015 as per the postal acknowledgement, the respondent failed to comply with the demand or respond to the same. In that view, the appellant filed the complaint before the learned Sub-Divisional Judicial Magistrate, (‘SDJM’ for short) Panposh, Uditnagar Rourkela under Section 138 and 142 of Negotiable Instruments Act, 1881 (for short ‘N.I. Act’). The said complaint was registered based on the affidavit filed on behalf of the complainant, in lieu of oral sworn statement. The learned SDJM on being satisfied that there is sufficient material and the complaint under Section 138 of N.I. Act against the accused is in accordance with law, took cognizance of the complaint and directed summons to the respondent-accused, vide order dated 05.11.2015.

4. The respondent herein however filed a petition in CRLMC No.1210 of 2017 under Section 482 of the Criminal Procedure Code (for short ‘Cr.P.C.) before the High Court claiming to be aggrieved by the order dated 05.11.2015. The respondent, in the said petition had contended that the complaint filed was by an incompetent person without the requisite averments in the complaint, despite which the learned SDJM had taken cognizance and issued summons. In that regard, it was contended that Mr. Subhasis Kumar Das, General Manager (Accounting) who had filed the complaint representing the complainant company, neither had knowledge about the alleged transaction, nor had he witnessed the same. In that light, the respondent had contended that the order taking cognizance and the summons issued to them, is liable to be quashed. The High Court, accepting the said contention and placing reliance on the judgment of this Court in A.C. Narayanan vs. State of Maharashtra & Anr. (2014) 11 SCC 790 has held that there is no mention in the complaint or affidavit as to when and in what manner the company had authorized its General Manager (Accounting) to represent the company to file the complaint. It is further held that there is no averment in the complaint as to whether the General Manager (Accounting) had knowledge about the transaction or he was a witness to the transaction. It was also held, neither any resolution of the Board of Directors of the complainant company nor any authorisation of the company in favour of the person representing it in the complaint was filed for perusal of the Magistrate. Only an authorisation letter issued by the Managing Director of the complainant company in favour of the General Manager (Accounting) was produced and the said authorisation does not indicate whether the Board of Directors had authorised the Managing Director to sub-delegate his powers to the General Manager (Accounting) to file the complaint on behalf of the company.

5. Mr. Ashok K. Parija, learned senior counsel appearing on behalf of the appellant while assailing the judgment passed by the High Court, would contend that the High Court has utterly misconstrued the principle enunciated in A.C. Narayanan (supra) to non-suit th