Power of attorney complaints by companies require proven corporate authority; Section 85 presumption alone is insufficient for maintainability.

A company can prosecute a Section 138 Negotiable Instruments Act complaint only through a person duly authorised by its Articles of Association or a valid board resolution. The presumption under Section 85 of the Indian Evidence Act as to due execution of a power of attorney does not, by itself, prove that the executant had authority to represent the company. Because the power of attorney was executed without showing any such underlying authority, the complaint through the power of attorney holder was held not maintainable, and the challenge to the acquittal failed.

---

---

Issues: Whether a complaint under Section 138 of the Negotiable Instruments Act filed through a power of attorney holder was maintainable when the person executing the power of attorney had not shown authority to represent the company.

Analysis: A company is a distinct juristic entity and can act only through persons duly authorised by its Articles of Association or by a valid board resolution. Section 85 of the Indian Evidence Act creates a presumption as to due execution and authentication of a power of attorney, but it does not by itself establish that the executant was competent to authorise representation of the company. The complaint failed because the person who executed the power of attorney had not disclosed any authority derived from the company's governing instruments or from a board resolution. In that situation, the complainant could not claim the benefit of the presumption under Section 139 of the Negotiable Instruments Act on the maintainability issue.

Conclusion: The complaint through the power of attorney holder was not maintainable, and the challenge to the acquittal failed.

---