IMPORTANT POINT
A complaint u/s 138 of Negotiable Instruments Act by company, which was the payee through its Director who was connected with affairs of the company does not suffer any illegality of no authorisation in favour of Director by company to file & prosecute complaint.

M. Karpagavtnayagam, J. - These four petitions could be disposed of by a common order since these petitions relate of the quashing of the proceedings arising out of the four complaints filed for the offence under Section 138 of the Negotiable Instrument Act, in which the parties are the same.

2. The one and (he only ground urged, by the counsel for the petitioners in these petitions seeking to quash the proceedings is this: The complaints' have been presented on behalf of the, limited company. but the complaints do not reveal any authorisation either by way of Board's resolution or power of attorney enabling the executants of the complaints. Viz., one P. Govindarajulu, a director of the said company to execute and present the same before the court.

3. The counsel for the petitioners on the strength of the decisions reported in Sudesh Kumar Sharma v. K.S. Selvamani1, M/s. Ruby Leather Export v.K. Venu Rep. Vandana Chemicals Etc.2. Salish and Co. v. S.R. Traders and others3 and Swastic Coaters Pvt. Ltd. v. Deepak Brothers and Another4 would contend that in the absence of any authorisation or power of attorney issued by the complainant company, the director, on behalf of the company, cannot maintain the complaints and admittedly in this case, there is, no reference about the power of attorney or authorisation in the complaints or in the sworn statement and as such, the proceedings initiated on these complaints against the petitioners are liable to be quashed.

4. In the complaints, the following cause title' has been given:

"M/s. Valuable Steels (India)

Pvt. Ltd.,

12, Neelakanta Mehta Street,

T. Nagar,

Madras 600017,

rep. by its Director

Mr. P. Govindaraju1u."

5. The averments in the body of the complaints are that the accused, the Managing Director (A2) and director (A3) on behalf of the company (A1) approached the complainant for financial assistance in connection with their business, that with, such financial assistant, the accused got the supply of material, that the accused persons Is sued cheques to the complaint, that when the complainant through It bankers presented the cheques, the same were dishonoured, that the complainant issued a notice and that inspite of the receipt of the notice; the, accused did not make any payment.

6. In the sworn statement, which was recorded by the Magistrate before taking the can on file. Mr. Govindarajulu, the direct or of the company on behalf of the complainant - company has mentioned as follows:

(Matter in other language).

7. If the above cause title as well as the averments made in the complaints arid the' sworn statement are perused, it emerges that the complaints had been filed by M/s. Valuable Steels (India) Limited represented by its director Mr. Govindarajulu. It is not as if the complaints had been lodged by the said Govindarajulu in his individual capacity.

8. Explanation (a) to Section 141 of the Negotiable Instruments Act defines the company for the purpose of this Act as under:

"'Explanation: - For the purpose of this Section (a) "company" means any body corporate and includes a firm or, other association of individuals."

9. Section 142(a) deals with cognizance of offences and the same reads as under:

"Cognizance of offences Notwithstanding anything contained in the Code of Criminal Procedure, 1973.

(a) no court shall take cognizance of any offence punishable, Under Section 138 'except upon a complaint, in writing, made by the payee or, as the case may be, the holder in-due-course of the cheque.

10. The reading of the above provision would go to how that for the violation of the provisions of Section 138 of the Negotiable Instruments AFI the Court Is empowered to take cognizance of such offence only if the complaint is preferred by the payee or the holder in due course of the cheque.

11. The definition of the word "company" as extracted above would reveal that any body corporate including a firm or other association of viduals which may be the payee or the holder-in-due course of the