Section 305, Cr.P.C. is not applicable to cases where a company is prosecuted under section 141 of the Negotiable Instruments Act, and the prosecution can be launched against the company through its Director, especially when it is alleged that the Director was the person who had signed the cheques as authorised signatory of the company.

Jairaj, the petitioner herein is the accused in C.C. No. 880/97 on the file of IX Metropolitan Magistrate, Chennai for the offences under sections 138 and 141 of the Negotiable Instruments Act. After the case was taken on file on the complaint of the respondent, summons was issued to the petitioner/accused. On appearance the petitioner/accused filed an application under section 204, Cr.P.C. to drop the proceedings arising out of the private complaint against the petitioner and discharge him. The learned IX Metropolitan Magistrate, Saidapet, on hearing the counsel for the parties dismissed the same as no ground was made out to drop the proceedings. This order is challenged in this revision.

2. Though several grounds have been raised in the revision, the main crux of the argument advanced by the counsel for the petitioner is that the complaint is invalid, inasmuch as the same was taken on file against the company represented by its Director Jairaj, the petitioner herein without following the procedure under section 305, Cr.P.C. According to the counsel appearing for the petitioner, by virtue of Section 305, Cr.P.C. when an incorporate company is sought to be prosecuted for any offence, the right to nominate its representative is within the company itself and the said right cannot be taken away by the pre-emptive act of appointing the petitioner as the representative of the accused company.

3. Mr. Niranjan, in reply to the said submission would contend that Section 305, Cr.P.C. would not be applicable to this case as Section 141 of Negotiable Instruments Act would provide that the prosecution can be launched against the company through its Director, especially when it is alleged that the petitioner is the person who had signed the cheques as authorised signatory of the company and as such the complaint is valid.

4. I have gone through the records and considered the submissions made by the respective counsel.

5. Section 305, Cr.P.C. would provide where a corporation is the accused person or one of the accused persons in an enquiry or trial, it may appoint a representative for the purpose of enquiry or trial and such appointment need not be under the seal of the corporation. It is also provided, if a question arises as to whether any person, appearing as the representative of a corporation in an enquiry or trial before a Court is or is not such representative, the question shall be determined by the Court.

6. Section 141(1) of the Negotiable Instruments Act would provide that 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. Section 141(2) provides, where any offence 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. So, the joint reading of the sub-sections of Section 141 would make it clear that both the company as well as other persons who are connected and responsible to the conduct of the business of the company are liable to be proceeded.

7. In the instant case, admittedly the petitioner issued cheques as a Director of the company. A perusal of the impugned cheques also would make it evident that the petitioner Jairaj signed the cheques as authorised signatory of the company. Moreover, the accused company had hypothecated the machines through the hypothecation deed, which is a registered one, there also the petitioner Jairaj has signed as a Director and he was authorised to sign by the company. This would make it clear that at the time of issuance of cheques, the petitioner was connected wit