IMPORTANT POINTS:
• The proposition that a “Trust” is not an “association of persons’ gains support from the decision of the Apex Court in Pratibha Pratisthan and Others vs. Manager, Canara Bank and Others. The Apex Court held in Pratibha Pratisthan (supra) that a “Trust” is not a person as defined in the Consumer Protection Act, 1986.
• The term person in Section 2(m) of the Consumer Protection Act, held that the “Trust” is not a person, which means that the “Trust" is not an “association of persons.” It is thus clear from the ratio of the Apex Court in Pratibha Pratisthan (supra) that the “Trust” is not an “association of persons”, whether registered under the Societies Registration Act, 1860 (21 of 1860) or not. In view of the above ratio of the Supreme Court also, there can be no dispute that the “Trust” is not an “association of persons”. The Apex Court in Ramanlal Bhailal Patel (supra) observed that the terms “association of persons” and “body of individuals" are inter-changeable. There cannot be any dispute that the terms “body of individuals” and “association of individuals” are inter-changeable. Therefore, the “Trust” cannot be said to be an “association of persons/association of individuals.

1. The Petitioners are accused in C.C. No. 731 of 2017 on the files of the court of the Judicial Magistrate of First Class-I, Kothamangalam. The 2nd respondents in the above said Crl. M.C. filed a complaint before the court below against the petitioners and other persons alleging offence under Section 138 of the Negotiable Instruments Act 1881 (for short “The N.I. Act”). The Petitioners are the trustees of a Trust, namely, Indira Gandhi Memorial Trust , Nellikuzhy. The Trust is arranged as the first accused in the above said complaint.

2. The above Crl. MCs have been filed praying for quashing the complaint and further proceedings against the petitioners in the above said case.

3. Considering the nature and importance of the question of law involved in these Crl. MCs, this Court appointed Adv. Sri. Jamshed Hafiz as Amicus Curiae.

4. Heard the learned counsel for the petitioners, the learned counsel for the 2nd respondent, the learned Public Prosecutor and the learned Amicus Curiae.

5. The learned counsel for the petitioners Adv. Sri. Shaji Chirayath has argued that since “Trust” is not an “association of individuals”, no successful prosecution against the petitioners, invoking the provisions under Section 141 of the N.I. Act, can be sustained. Per contra, the learned Standing Counsel for the 2nd respondent Advocate Sri. Salil Narayanan, has argued that the “Trust" is an “association of individuals” and hence the petitioners, who are the trustees, are vicariously liable under Section 141 of the N.I. Act.

6. The learned Amicus Curiae has submitted that the “Trust" will not come within the ambit of “Association of individuals" and hence the provisions of Section 141 of the N.I. Act cannot be made applicable to prosecute the trustees under Section 138 of the N.I. Act.

7. In this context, it is profitable to read Section 141 of the N.I. Act, which is extracted hereunder:

“141. Offences by companies — (1) If the person committing an offence under Section 138 is a company, every person who, at the time the offence was committed, was in charge of, and was responsible to the company for the conduct of the business of the company, as well as the company, shall be deemed to be guilty of the offence and shall be liable to be proceeded against and punished accordingly:

Provided that nothing contained in this sub-section shall render any person liable to punishment if he proves that the offence was committed without his knowledge, or that he had exercised all due diligence to prevent the commission of such offence:

Provided further that where a person is nominated as a Director of a company by virtue of his holding any office or employment in the Central Government or State Government or a financial corporation owned or controlled by the Central Government or the State Government, as the case may be, he shall not be liable for prosecution under this Chapter.

(2) Notwithstanding anything contained in sub-section (1), where any offence under this Act has been committed by a company and it is proved that the offence has been committed with the consent or connivance of, or is attributable to, any neglect on the part of, any director, manager, secretary or other officer of the company, such director, manager, secretary or other officer shall also be deemed to be guilty of that offence and shall be liable to be proceeded against and punished accordingly.

Explanation – For the Purpose of this section:

(a) “company” means any body corporate and includes a firm or other association of individuals.

(b) “director” in relation to a firm means a partner in the firm.”

The explanation to Section 141 of the N.I. Act provides that ‘"Company” means any body corporate and includes a firm or other association of individuals for the purpose of Section 141 of the N.I. Act.

8. There is no dispute that "Trust" is not a firm. Now, the question to be considered is as to whether the 'Trust' is a body corporate or not. For that purpose, it is necessary to go through the relev