2021 (11) TMI 648

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.... of the impugned judgment shows that the 1st respondent accused was acquitted principally on the ground that the company was not properly represented before the court and also on the ground that the complaint could not have been maintained at Kayamkulam. The court also found that the cheque in question was not issued in discharge of a legally enforceable debt in as much as the complainant had failed to substantiate any consideration for issuance of the cheque. 2. Before this Court, it is a case of the learned counsel appearing for the appellant with reference to Section 85 of the Indian Evidence Act and with reference to the contents of Ext.P1 power of attorney that when there is a presumption under Section 85 of the Indian Evidence Act ....

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....rson executing the power of attorney was himself duly authorised to represent the company, the complaint filed through the power of attorney could not be held as maintainable. It is also submitted that the complaint was clearly not maintainable at Kayamkulam and further that the finding of the court that the cheque in question was a blank cheque issued at the time of releasing the amount under a chitty is completely justified. 5. The questions relating as to whether the complaint was maintainable at Kayamkulam and also as to whether the cheque was supported by consideration is required to be considered only if it is found that the complaint itself was maintainable. 6. It is settled law that in so far as a company is concerned, it is a....

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.... to the extent they have been authorized to perform certain acts on behalf of the company. In a limited sense they are also trustees for the shareholders of the company. To the extent the power of the directors are delineated in the Memorandum and Articles of Association of the company, the directors are bound to act accordingly. As agents of the company they must act within the scope of their authority and must disclose that they are acting on behalf of the company. The fiduciary capacity within which the directors have to act enjoins upon them a duty to act on behalf of a company with utmost good faith, utmost care and skill and due diligence and in the interest of the company they represent. They have a duty to make full and honest discl....