The petition is admitted and considered for final disposal.

2. The present petition is filed by the accused before the trial court. It transpires that M/s HMT (International) Limited, a public limited company, incorporated under the Companies Act, 1956, had filed a complaint as on 30.12.1996, against one M/s Nucor Wires Limited, Bangalore and its 7 directors, alleging that they had committed an offence punishable under Section 138 of the Negotiable Instruments Act, 1881, (Hereinafter referred to as the ‘NI Act’, for brevity) on the dishonour of a cheque for a sum of Rs.35 lakh, dated 31.10.1996.

It was the case of the complainant that it had advanced a sum of Rs.80.00 lakh to the accused in terms of an agreement dated 22.2.1996. On the failure of the accused to comply with the obligations under the contract, the complainant is said to have recalled the balance advance repayable after adjusting certain amounts payable under the terms of the agreement. The said amount claimed by the complainant was not disputed by the accused. The accused is said to have issued a cheque for an amount of Rs.35 lakh, which when presented by the complainant for encashment, was returned with an endorsement by the banker of the accused, that the funds in the account of the accused were insufficient.

3. The respondent having issued a notice of demand in terms of Section 138 of the NI Act, the petitioners are said to have replied contending that the cheque in question had only been issued as security and was not in discharge of any ascertained liability. A complaint was thus filed by the respondent, represented by its General Manager, one M.S. Zahed, who was said to have been duly authorized by the Chairman of the Board of Directors of the respondent company. However, the said General Manager was said to have been substituted by one M.R Jayaram, who was said to have been duly authorized to represent the respondent company under a Power of Attorney, executed in his favour by the Chairman.

It is found that the respondent had made a demand for payment of the money due even after filing of the complaint and that the petitioners had made a partial payment of Rs.4.50 lakh, thereby admitting the liability.

In any event, the trial court had found the petitioners to be guilty and convicted them for the offence punishable under Section 138 of the NI Act and had sentenced them to pay a fine of Rs.70 lakh.

An appeal having been filed against the judgment of the trial court, the same was dismissed. The present petition is filed in the above back ground.

The judgments of the courts below are challenged primarily on the ground that the complaint on behalf of a company was prosecuted by a person who was not duly authorized to do so. Though it was shown that the person who had prosecuted the complaint was said to have been acting under a Power of Attorney executed by the Chairman of the Board of Directors of the respondent company, it is sought to be urged that he was not authorized to represent the company in the manner known to law and therefore, the proceedings stood vitiated. It is contended that the petitioners had brought this aspect to the attention of both the courts below, but the said contention has been negated off-hand and hence, the learned counsel would draw attention to several authorities to contend that the petition would have to allowed on that limited ground without having to enter upon the other contentions raised.

4. The learned counsel for the respondent, on the other hand, emphasizes the following aspects in justifying the judgments of the courts below:

That the petitioners cannot rely on the Articles of Association and this Court cannot look into the same, as the same was not marked either by way of confrontation through CW-1 or in defence evidence.

Further, the question of a valid authorization to file a complaint arises only if the accused had taken a specific plea, in support of which reliance is placed on the decision of this Court in the case of