P.D. Rajan, J.

The revision petitioner was accused in S.T.No.4391/1996 before Judicial Magistrate of First Class, Irinjalakuda under section 138 of the Negotiable Instruments Act (hereinafter referred to as the N.I. Act). The case against him is that in discharge of a debt, on 30.4.96 the accused issued a cheque for 5,49,283/- drawn on Corporation Bank, Kunnamkulam branch to the complainant. When the cheque was presented for encashment through SBT, Chalakudy, it was dishonoured for the reason of funds insufficient. He demanded the amount by giving a notice in writing to the accused, but there was no repayment, hence the complaint.

2. On the side of the complainant, PW1 and PW2 were examined and Exts.P1 to P13 were marked as his documents. The incriminating circumstances brought out in evidence were denied by the accused while questioning him under Section 313 Cr.P.C. Accused examined DW1 and marked Exts.D1 to D3 in support of his defence. Learned Magistrate convicted the accused and sentenced to imprisonment for six months and fine of 2500/- with a default sentence for one month. The accused was directed to pay sum of 5,49,283/- to the complainant as compensation, in default imprisonment for two months. Against that, he filed Criminal Appeal No.75/2000 before II Additional Sessions Judge (Adhoc), Fast Track Court-I, where the sentence was modified. Being aggrieved by that, the accused preferred this revision petition.

3. The main contention advanced by the revision petitioner is that the power of attorney holder is one Sreekumar and he delegated authorisation to one Jose by another power of attorney. This was done without proper authorisation to represent the Company, therefore the institution of the complaint itself is invalid. The second ground is that the appellate Court received additional evidence without giving opportunity to the revision petitioner which is illegal. These illegalities were not considered by both courts.

4. In reply to the contention, the 2nd respondent contended that as per Ext.P1, Sreekumar, Vice Chairman of the Company was authorised to represent the Company, the resolution was also not filed along with the power of attorney. As per Ext.P2, one Jose J.P. was authorised to represent the Company but that resolution was not produced before Court. Subsequently, on 24.6.1996 by virtue of Ext.P1, Sreekumar delegated his authorisation to one Navaneethan, however, that authorisation was not produced in the trial Court. Moreover, Jose J.P. and Joseph, who represented the Company as PW1, is one and the same person.

5. The second respondent company is the original complaint and is a juristic person and all acts through its directors who are collectively responsible for its acts. A director, as an individual director has no power to act on behalf of the Company. He is only one of the body of directors, as an individual and he has no power to act unless the board of directors empowers him or given to him by the articles of association of a Company. If one person is an agent of the company, there needs specific authorisation to act on behalf of the company. In this case one Sreekumar filed a complaint as the Vice Chairman of the Company as per the authorisation of the Board of Directors. The resolution of the Board of Directors was not filed but he filed the power of attorney along with the complaint. Subsequently power of attorney holder delegated his power to another person, but the document with regard to that delegation of power was not produced along with the power of attorney. The consistent view I hold is that in a complaint filed by a Company under section 138 of the N.I. Act it has to comply the statutory requirement under Section 142 (a) of the N.I. Act. Therefore, autorisation, specific delegation and sub delegation has to be mentioned in the resolution of the Board of Directors or from the power of attorney. Apex court in Dale and Canington Invt (P) Ltd and another v. P.K. Prathapan and others, 2005 (