Corporate authorisation and proof of resolution can sustain Section 138 prosecution when timely objection is absent.

The Bombay High Court held that a complainant company's witness was duly authorised where the affidavit asserted his role as Chairman and authorised representative, the board resolution and minutes book supported that assertion, and no timely objection was taken to the mode of proving those documents. It further held that the trial court acted hyper-technically in insisting on the original minutes book and that the evidentiary record, including unchallenged service and liability findings, supported interference with the acquittal. On that basis, the acquittal under Section 138 of the Negotiable Instruments Act was reversed and conviction followed.

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Issues: (i) whether the complainant company proved that its witness was authorised to depose and institute proceedings on its behalf; (ii) whether the acquittal under Section 138 of the Negotiable Instruments Act was liable to be set aside on the basis of the evidence on record.

Issue (i): whether the complainant company proved that its witness was authorised to depose and institute proceedings on its behalf.

Analysis: The affidavit in examination-in-chief contained a clear assertion that the witness was the Chairman and authorised representative of the company and referred to the board resolution and minutes book evidencing the authorisation. The documents were marked without timely challenge to their mode of proof, and the accused did not effectively dispute the existence of the resolution or the authorisation in cross-examination, under the statement under Section 313 of the Code of Criminal Procedure, 1973, or in his own evidence. A defect, if any, in the mode of proof of a document is distinct from admissibility and must ordinarily be raised at the proper stage. The nature of the minutes book and the resolution also supported acceptance of the secondary evidence relied on by the complainant.

Conclusion: The authorisation of the complainant's witness was proved, and the objection to proof of the documents was not sustainable.

Issue (ii): whether the acquittal under Section 138 of the Negotiable Instruments Act was liable to be set aside on the basis of the evidence on record.

Analysis: Since the authorisation objection failed and the findings on liability and service of notice were not effectively assailed, the foundation of the acquittal could not be sustained. The trial court's insistence on production of the original minutes book was held to be hyper-technical in the circumstances, and its refusal to act on the proved documents was treated as a perversity warranting appellate interference. Once the complainant established the ingredients of the offence, the acquittal could not stand.

Conclusion: The acquittal was rightly interfered with and the accused was held guilty under Section 138 of the Negotiable Instruments Act.

Final Conclusion: The appeal succeeded, the acquittal was reversed, and the complainant obtained conviction of the accused with a fine in lieu of imprisonment.

Ratio Decidendi: Where the affidavit and surrounding record sufficiently establish authorisation, and no timely objection is taken to the mode of proving supporting documents, the court may accept secondary evidence of the board resolution and minutes book to prove authority in a complaint under Section 138 of the Negotiable Instruments Act.

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