TMI Blog2004 (4) TMI 626X X X X Extracts X X X X X X X X Extracts X X X X ..... nto the bank, the same was returned with an endorsement funds insufficient . In spite of the legal notice, dated 12.1.1994, issued to the accused, the accused has not arranged for the payment, resulting which the complainant company constrained to file the present complaint by invoking the provisions under Section 138 of the Act. 3. The complainant is a limited company, representing by its Chief Commercial Manager-cum-Administrative Officer, M. Vinod Kumar S/o. Vasantha Rao. The trial Court had taken cognizance of the offence and immediately thereof, the said Vinod Kumar had resigned to his job and left the complainant company. Thereafter, there was no representation before the trial Court on behalf of the complainant company. Under those circumstances, the complainant company filed Crl. M.P. No. 2721 of 1996, seeking permission of the court to allow one Kanuri Prasad who is the General Manager of the company, to represent the matter and prosecute the case. The said application was disposed of on 3.10.1996 with the following order:- In the result, petition is allowed to the effect that the petitioner is only permitted to look after the proceedings of the case. But, he has n ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . Varalaxmi Enterprises, but not the individual. Ex. P.10 is resolution passed by the Board of Directors of the complainant company on 6.2.93 authorizing Managing Director by name Sri S. Veera Reddy to prosecute an defend for and on behalf of the company in all cases before the Court of law including delegation of his powers to any of the employees of the company if necessary for the conduct of all the cases. It seems the Managing Director of the complainant company was authorized to launch criminal prosecution on behalf of the company in all cases. The said Managing Director delegated power to PW.1 as mentioned in Ex. P.4 dt. 8.2.94. It is pertinent to note that it is mentioned in the said criminal petition No. 2721 of 96 that the General Manager of the complainant company was instructed to prosecute the accused herein and in fact, the Managing Director was in abroad and undertook to produce the authorization letter. It is pertinent to note that by the time PW.1 adduced his evidence before this Court, he was no more in the service of the complainant's company. There was no evidence to show that the body of the Board of Directors revoked the earlier resolution under Ex. P.10 an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lainant company, one Kanuri Prasad S/o. K.V. Ranga Das, Senior General Manager filed Crl. M.P. No. 2721 of 1996, to permit him to represent the matter and proceed with the same. The trial Court while permitting the said Kanuri Prasad to represent and look after the proceedings on behalf of the company, made it clear that the said Kanuri Prasad cannot depose on behalf of the complainant company. However, the said Vinod Kumar, who represented the company at the time of filing of the complaint, gave his evidence as PW-1 before the Court. Though no objection was taken by the trial Court for the examination of PW-1-Vinod Kumar, at the time of delivering the judgment, it opined that there was no valid authorization in favour of the said Vinod Kumar after he resigned from the company, and therefore, the complaint is ineffective and the same was not maintainable under the law. In view of the resignation of the said Vinod Kumar from the complainant company, Ex. P-4-prior authorization given to him has become ineffective. Therefore, there is legal infirmity in the complaint and the same needs to be dismissed. 7. In this regard, the learned counsel for the appellant relied upon three decis ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... erred that he has the implied authorization to act on behalf of the company and after all he represented the company only to safeguard it's interest i.e., his acts are not to the prejudice of the company, but on the contrary they are for the benefit of the company. Most importantly the Board of the appellant - Company never expressly or impliedly, disrobed PW.1 from the capacity of the Assistant Manager - Credit Control of the company, nor has disowned his acts representing the Company. Therefore, a comprehensive look at the whole circumstances would only go to show that PW.1 had definite authorization to represent the company. 39. Further Section 196 of the Indian Contract Act provides for the ratification of the acts by the agents. 40. In the present case, since the company never expressly objected to the acts of PW.1, such silence on the part of the company amounts to implied ratification or consent. 42. The Courts shall not be too technical in application of law to the set of facts in dispensing justice and any deviation in interpretation of law laid down by the Supreme Court in the above cited decisions (supra) would only result in travesty of justice. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... gs. It has further been held that no Magistrate shall insist that the particular person, whose statement was taken on oath at the first instance, alone can continue to represent the company till the end of the proceedings. It has been held that there may be occasions when different persons can represent the company. It has been held that it is open to the de jure complainant company to seek permission of the court for sending any other person to represent the company in the court. Thus, even presuming, that initially there was no authority, still the company can, at any stage, rectify that defect. At a subsequent stage the company can send a person who is competent to represent the company. The complaints could thus not have been quashed on this ground. 10. On the basis of the above three decisions, the learned counsel for the appellant submits that at the initial stage of filing of the complaint under Section 138 of the Act before the trial Court, the said Vinod Kumar, the then Chief Commercial Manager-cum-Administrative Officer of the complainant company, was having authorization and he was the person that signed the complaint and got issued legal notices to the accused, and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... more in the service of the complainant company, adduced evidence before the Court and there was no evidence to show that the Board of Directors revoked Ex. P-10-resolution, authorizing another person nor any evidence available to show that anybody authorized to proceed against the accused after exit of PW-1. In fact, the Court below permitted Kanuri Prasad to represent the matter. If that is so, the complainant company was rightly represented by the person who was permitted by the Court itself. Further, the Court found that the Managing Director has no power to redelegate any power, which derived from the resolution of the Board of Directors. The trial Court misled the power of delegation conferred on the Managing Director and has not understood the purport of the same. 12. In the above circumstances and in view of the case law discussed above, I am of the considered opinion that the course of action adopted by the trial Court in negating the complaint filed by the complainant on the ground of legal infirmity that as no authorized person represented the company, the same is not maintainable, is not supported by any provision of law under Cr.P.C. Therefore, I am of the view that ..... X X X X Extracts X X X X X X X X Extracts X X X X
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