Representation by company agents: a complaint under Section 138 may be filed by a company through its authorised manager.
The article examines whether a company may file a complaint under Section 138 NI Act through its manager and whether a magistrate erred in returning such complaint. It applies the statutory restriction that cognizance under Section 138 is limited to the payee or holder in due course, recognises that a company is a legal entity that must act through a human agent, and adopts a practical construction permitting representation by an authorised person connected with the company to give effect to the statute. Outcome: such a complaint is maintainable and the magistrate's return was incorrect.
Issues: Whether a complaint under Section 138 of the Negotiable Instruments Act, 1881 filed by a company (as defined in the Act) represented by its manager is maintainable and whether the magistrate erred in returning the complaint instead of taking cognizance.
Analysis: The Court considered the statutory scheme under Sections 138, 141 (Explanation (a)) and 142(a) of the Negotiable Instruments Act, 1881 which restricts cognizance of offences under Section 138 to complaints made by the payee or holder in due course. The Act's definition of "company" expressly includes a firm or other association of individuals, and a company-being a legal entity-must be represented in court by a human agent connected with its affairs (for example, a manager, partner, managing partner, director, or an authorised person). Given the absence of an express provision prescribing the exact mode of representation, the Court applied a practical construction permitting representation by a person authorised or connected with the company so as to give effect to the statutory purpose and enable enforcement of Section 138.
Conclusion: The complaint filed by the company represented by its manager is maintainable; the return made by the magistrate was incorrect. The court below is directed to take the complaint on file and proceed according to law.
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