Board resolution not essential for a Section 138 complaint when a company files through its principal officer.

A complaint under Section 138 of the Negotiable Instruments Act filed by a banking company through its principal officer is not invalid merely because no separate board resolution authorised the filing. Section 142 requires the complaint to be made by the payee or holder in due course, and the statutory test is whether that requirement is met. Where the complaint is filed in the company's name and on its behalf, absence of a board resolution by itself does not justify quashing. The complaint was held maintainable, and the dismissal orders were set aside with directions to proceed according to law.

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Issues: Whether a complaint under Section 138 of the Negotiable Instruments Act, 1881 filed by a banking company through its principal officer was invalid merely because there was no board resolution authorising the filing of the complaint.

Analysis: Section 142 of the Negotiable Instruments Act, 1881 requires that a complaint under Section 138 be made by the payee or the holder in due course. The governing principle is that anyone may set the criminal law in motion by presenting facts constituting an offence, and in cases under the special statute the relevant eligibility criterion is satisfaction of the statutory requirement of filing by the payee or holder in due course. Where the complaint is filed in the name of the company and on its behalf, the absence of a separate board resolution authorising the signatory does not, by itself, render the complaint liable to be quashed.

Conclusion: The complaint was maintainable and the dismissal by the courts below on the ground of want of board resolution was unsustainable. The order dismissing the complaint and the revisional order were set aside, and the matter was directed to proceed in accordance with law.

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