A company can act only through an authorized representative.

Heard counsel on both sides. The petitioner a company incorporated under the Companies Act - filed a complaint under S.142 of the Negotiable Instruments Act against the respondent before the Chief Judicial Magistrate Court. Ernakulam. The complainant was described in the complaint as "C.B.S. Grama phone Records and Tapes (India) Limited. Mullassery Canal Road. Ernakulam. Cochin-11 represented by its Accounts Officer. N.K. Krishnan. S/o. N.S. Krishna Iyer. aged 23 years". The said complaint was filed on 15-3-1991. On the same day the learned Magistrate returned the complaint passing an order to the effect that "the complainant is neither the payee nor the holder in due course. Hence returned". What is challenged in the Criminal Revision Petition is the said order passed by the learned Magistrate.

2. Along with the complaint the petitioner company has filed the dishonoured cheque and a certified true copy of the Board Resolution passed at the Board Meeting of the company held on Monday. September 3.1990. The resolution purports to authorise Shri. N.K. Krishnan. Accounts Officer. Ernakulam Sales Office to sign necessary papers. documents and to instruct. act and appear before any court of law at Ernakulam in connection with any legal proceedings that may be instituted on behalf of the company against such debtors who have defaulted in making payments of the company's dues. It is Shri. N.K. Krishnan who has filed the complaint representing the company as is seen from the description of the company in the complaint. From the description of the complainant in the complaint it is evident that the company C B.S. Grama phone Records and Tapes (India) Ltd. is the complainant and Shi.N. K. Krishnan is only a representative of the company. As per the cheque produced along with the complaint. the-payee is the company CB.S. Gramaphone Records and Tapes (India) Limited. That is not disputed even by the counsel for the respondent. If that is so it has to be held that the payee of the cheque and the complainant is the same and the view taken by the learned Magistrate is unsustainable. What has bee a lost' sight of is the fact that Shri N. K. Krishnan is not the complainant and that he was only representing the company which is the payee of the cheque and the complainant. The complainant being a company it can act only through an authorised representative. Accordingly the impugned order is set aside and the learned Magistrate is directed to take on file the complaint and proceed to examine the. complainant as the representative of the complainant company in accordance with law. It is made clear that the direction issued as per this order will not preclude the respondent from raising any valid defences open to them under law including the insufficiency if any of the authorisation on the basis of which Sri. N .K. Krishnan has filed the above complaint.

3. The complaint returned by the learned Magistrate and produced before this Court will be returned to the advocate for the petitioner for re-presentation.

Criminal Revision Petition is disposed of accordingly.