Statutory notice to the company is mandatory before Section 138 prosecution; notice to an authorised signatory is insufficient.

For prosecution under Section 138 of the Negotiable Instruments Act, a written demand notice must be served on the drawer company itself as a mandatory precondition. Notice to an authorised signatory or employee does not amount to notice to the company because the company is a separate juristic person, and Section 141 does not dispense with the foundational notice requirement. In the absence of a valid statutory notice to the company, the complaint was not maintainable and the criminal proceedings were set aside.

---

---

Issues: Whether a complaint under Section 138 of the Negotiable Instruments Act can be maintained against a company when the statutory notice is issued only to its authorised signatory and not to the company.

Analysis: The statutory scheme of Section 138 makes issuance of a written demand notice to the drawer a mandatory precondition for launching prosecution. The notice is not a mere formality; it is the means by which the statutory demand is made and the drawer is afforded the period prescribed for payment. A company is a distinct juristic person from its officers or authorised signatories, and notice to a natural person does not amount to notice to the company. Section 141 separately deals with offences by companies, but that does not dispense with the foundational requirement that the company itself must receive a valid notice under Section 138 before prosecution can proceed.

Conclusion: The complaint was not maintainable in the absence of a legal and valid notice to the company, and the proceedings were liable to be quashed.

Final Conclusion: The petition succeeded and the criminal proceedings founded on the complaint were set aside for want of statutory notice to the company.

Ratio Decidendi: For prosecution under Section 138 of the Negotiable Instruments Act, service of statutory notice on the drawer company is a mandatory condition precedent, and notice to an authorised signatory or employee does not satisfy that requirement.

---