NI Act Doesn't Prescribe Who Will Represent Company Which Is Complainant U/S 138, Can Be Represented By An Employee: Allahabad High Court
Live LawThe Allahabad High Court has held that Section 142 of the Negotiable Instruments Act,1881 and Section 200 of the Criminal Procedure Code do not prescribe who can file a complaint on behalf of a company under Section 138 of the Negotiable Instruments Act,1881. With the result, the company becomes a dejure complainant and the person, who is representing the company whether it is employee or the authorized representative becomes de facto complainant, thus, in every complaint lodged by a company, which is a separate juristic personality, there is a complainant dejure and a complainant de facto.” Regarding the liability of the directors of the accused company, the Court held that company being a separate legal entity can only be represented through its officers, directors, managing directors, chairman etc. High Court Verdict The Court relied on the judgments of the Supreme Court in A.C. Narayanan v. State of Maharashtra and another and M/s TRL Krosaki Reractories Ltd. v. M/s SMS Asia Private Limited and another to observe that “In view of the aforesaid facts and circumstances and the ratio laid down by the Hon'ble Supreme Court in the judgement of A.C. Naraynan, that the power of attorney holder, who filed the complaint clearly needs to aver that he has knowledge of the complete transaction has been watered down by Hon'ble Supreme Court in the matter of M/s TRL Krosaki Reractories Ltd. wherein it is held that when a complainant is a company and authorized representative can represent the company, such averment and prima facie material is sufficient for the Magistrate to take cognizance in such cases.” The Court held that the second applicant who was not a signatory to the cheque and no assertion was made against him being involved in the affairs of the company was rejected by the Court on grounds that all directors are equally liable for the acts done on behalf of the company. if such a company commits an offence, it would normally be taken as an action of that individual, who has acted on behalf of the company.” The Court held that Section 200 of CrPC mandates examination of complaint and who has filed it, i.e., a company, its employee or authorized representative on behalf of the company. The Court held that in case of a complaint filed by the company through authorized representative, there is a complainant dejure and a complainant de facto as the company is a separate juristic personality.
History of this topic
Sec 138 NI Act - Merely Because Complaint Mentions Managing Director's Name First, It Can't Be Held That Complaint Is Not On Behalf Of Company : Supreme Court
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Section 138 NI Act- Burden Is Upon Complainant To Prove Alteration Of Name Of Payee Was Made By Accused Himself: Kerala HC [Read Judgment]
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