Proper authorisation for company complaints under the Negotiable Instruments Act is essential; otherwise prosecution is invalid.

Complaints under Section 138 of the Negotiable Instruments Act filed on behalf of a company must be instituted by a duly authorised person. Where the alleged representative's authority is not proved, and there is no material showing authorisation by the board of directors or under the company's governing instruments, the complaint lacks a valid foundation. Since cognizance under Section 142 can be taken only on a complaint in writing by the payee or holder in due course, a company may act only through a properly authorised representative. In the absence of such proof, the complaints were not maintainable and the proceedings were liable to be quashed.

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Issues: Whether complaints under Section 138 of the Negotiable Instruments Act filed on behalf of a company through a purported representative were maintainable when no material showed that the signatory was properly authorised to institute the prosecution.

Analysis: A complaint on behalf of a company must be instituted by a person who is duly authorised by the company. Where the authority of the person who executed the power of attorney is itself not established, and no material is produced to show authorisation by the board of directors or under the governing instruments of the company, the foundation for instituting the prosecution fails. Since cognizance under Section 142 of the Negotiable Instruments Act can be taken only on a complaint in writing by the payee or holder in due course, a company may act only through a properly authorised representative. In the absence of proof of such authorisation, the complaints could not be treated as validly instituted.

Conclusion: The complaints were not maintainable and the proceedings were liable to be quashed.

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