TaxTMI 
TaxTMI 
1998 (1) TMI 542
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....te and present the same before the court. 3. Counsel for the petitioners, on the strength of the decisions in Sudesh Kumar Sharma v. K.S. Selvamani [1994] 4 CCR 2374 ; Ruby Leather Exports v. K. Venu [1994] (1) III Crimes 820 ; Satish and Company v. S.R. Traders [1997] 1 ALD (Crl.) 747 ; [1999] 95 Comp Cas 836 and Swastik Coaters Pvt. Ltd. v. Deepak Brothers [1997] 89 Comp Cas 564 ; [1997] 1 ALD (Crl.) 370 (AP) would contend that in the absence of any authorisation or power of attorney issued by the complainant company, the director, on behalf of the company, cannot maintain the complaints and admittedly in this case, there is no reference about the power of attorney or authorisation in the complaints or in the sworn statement and as such, the proceedings initiated on these complaints against the petitioners are liable to be quashed. In the complaint, the following cause title has been given : "M/s. Valuable Steels (India) Pvt. Ltd., 12, Neelakanda Mehta Street, T. Nagar, Madras 600 017. rep. by its Director, Mr. P. Govindarajulu." 4. The averments in the body of the complaints are that the accused, the managing director (....
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.... The question that arises now for consideration is as to what is the procedure to be followed in the case of lodging of a complaint by the company as defined under the Act. 10. It is true that the company is a legal entity. But, it does not have a soul, mind, body and limbs to go to the court for preferring a complaint for the alleged infraction of the provisions of Section 138 of the Negotiable Instruments Act. The company has necessarily to be represented by some human agency in preferring a complaint. There is no express or explicit provision in the Act as to in what manner the company is to be represented in preferring a complaint before the court for the above referred offence. 11. Therefore, a company has to present a complaint before the court through some person connected with the affairs of the company. The person connected with the affairs of the company, in the normal functioning, may be either its manager, partner, managing partner or director or any other person authorised by the company who can represent it during the course of legal proceedings before the court. 12. In the instant case, counsel for the petitioners by citing two decisions, namely, Swastik Coo....
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.... this court earlier. The first decision is Gopalakrishna Trading Co. v. D. Baskaran [1992] 3 Cri 1094. In this decision, Janarthanam J., while dealing with the very same question, has observed as follows (page 56) : "The dictates of common sense, practical wisdom, prudence and experience impels the court in such a situation to enable the company to represent a complaint before the court represented by some person connected with the affairs of the company. The person connected with the affairs of the company, in the normal run of things may be either its manager, partner, managing partner or director or any other person authorised by the company who can represent it during the course of legal proceedings before the court. Only by making such a construction and interpretation of the provisions of the aforesaid sections, that the provisions of the Act can be made to work and life thereby given, having teeth for the enforcement of the provision or any other interpretation given would have the effect of making no sense of those provisions, and will be only in the sense of defeating the very object for which the provisions had been enacted by the Legislature." 18. When this decisio....
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.... that the complainant being a manager, on behalf of the firm has signed in some of the documents such as agreements in which the accused is one of the parties and these documents have been filed along with the complaint before the court. All these things would go to show that the manager/complainant is very well connected with the affairs of the partnership firm on whose behalf the complaint has been made. In these circumstances, it cannot be stated that the manager representing the company shall obtain a special permission or authorisation from the company and file it along with the complaint." 24. There is no dispute in the concept that the company being by itself a legal person as a payee or a holder in due course, alone could file the complaint under Section 142 of the Negotiable Instruments Act. It is also not in dispute that a director or a manager in his individual capacity cannot be said to be a payee or a holder in due course in terms of Section 142(a) of the Act. 25. But in the instant case, as per the cause title and the averments, the complainant company has approached the court through some human agency, namely, a director of the company, in preferring the compla....