IMPORTANT POINT
When offence u/s. 138 of Negotiable Instruments Act is committed by a company either the company alone or the person-in-charge of business of company alone or both can be prosecuted for offence.

ORDER

M. Karpagavinayagam, J. – The conviction under Section 138 of the Negotiable Instruments Act in C.C. No. 99 of 1994 on the file of learned Judicial Magistrate. Palani thereby sentenced to undergo imprisonment till the rising of the Court and to pay a fine of Rs. 3.000/ - in default to undergo R.I. for six weeks is the subject-matter of the challenge in this Revision filed by the petitioner.

2. One Iyyammal the respondent herein filed a complaint against K.S. Subbaraman of Madurai Chits and Investments (P) Limited. Ottanchatram the petitioner herein alleging that the cheque issued in favour of the complainant by the petitioner towards the discharge of the balance chit amount to be paid was dishonoured and that despite the notice the cheque amount was not paid by the petitioner Originally, the complaint was filed against the petitioner the Managing Director of the Company and his wife Pavanthai the Director of the said Company. The trial Court acquitted the second accused holding that there was no material to hold that the said Director was in charge and responsible for the affairs of the Company. However the petitioner was convicted as referred to above holding that the offence was proved against him. Hence this Revision.

3. Mr. Natarajan, though raised several points would, at the end confine himself with the points given below:

(1) The complaint was not maintainable since the cheque was deposited in the complainant's Bank for collection after the expiry of the validity period namely six months.

(2) The cheque was issued by the petitioner on behalf of Madurai Chits and Investments (P) Limited. In the absence of the inclusion of the Company as an accused; the complaint against the Managing Director alone is not sustainable.

Mr. Sundararajan, the learned Counsel for the respondent would repel the submissions by pointing out that these submissions are not valid and the reasonings given by the trial Court for rejecting these contentions are proper.

I have heard the counsel for the parties and perused the records.

4. As regards the first point, it must be noted that the cheque was issued on 25-6-1993 and the same was presented on 27-12-1993. As per the provision, the cheque was valid only for six months. The said period expired on 25-12-1993. Therefore, the presentation of the cheque on 27-12-1993, admittedly, is only after the expiry of six months. But, even in the complaint the said position has been clarified stating that the dates 25-12-1993 and 26-12-1993 were the holidays and the next working day was 27-12-1993 and so, on that date the said cheque was presented.

5. The reading of Section 25 of the Negotiable Instruments Act would clearly show that if the day on which the cheque period expires, is a public holiday, the cheque shall be deemed to be due on the next proceeding business day. In the said section, the explanation would indicate that the expression "Public Holiday" includes Sunday. Under this provision, though the presentation of the cheque was made on 27-12-1993, after two days of the expiry, since 25-12-1993 and 26-12-1993 are the public holidays, it shall be held that the cheque was valid and the six months period expired only on the date of the presentation of the cheque and as such, the complaint is sustainable.

6. As regards the second point, namely, non-inclusion of the Company as the co-accused the trial Court has followed the judgment of this Court rendered in N. Doraisamy v. Archana Enterprises1 and that of the Kerala High Court in Iqbal v. Uthaman2, and held that when the offence is committed by a Company, either the company alone, or the person in charge of the business of the Company alone, or both of them together, can be prosecuted for the offence under Section 138.

7. The judgment rendered by this Court reported in N. Daraisamy case (supra), interpreting the sections on first principle and following the judgment of the Apex Court in Sheoratan Agarwal v. State of Madhya Pradesh3, while dealing wi