TMI Blog2013 (6) TMI 900X X X X Extracts X X X X X X X X Extracts X X X X ..... 2008. In the complaint petition, the opposite party-company has been represented by its constituent attorney, Sri Mahendra Kumar Pradhan, Law Officer of the Company. The complaint was filed against the petitioners and five other Directors of the petitioners-company for dishonour of a cheque for ₹ 6,20,637/- which was purportedly issued towards discharge of debt. The five Directors, who were arrayed as accused Nos. 3 to 7, moved the High Court under Section 482, Cr.P.C. for quashing the complaint case filed against them, and the High Court after hearing the parties quashed the proceeding against those Directors of the accused-company. 2. The present writ petition (Criminal) has been filed by the accused-company and its Managing Director challenging the maintainability of the complaint case on the ground that the Law Officer of the complainant-company, Sri Mahendra Kumar Pradhan has not been authorized by the Board of Directors of the company under Section 291 of the Companies Act, 1956 to represent the company in presenting and prosecuting the complaint on behalf of the company and that before the Court below no document with regard to any authorization has been filed. It i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ompany for filing the complaint nor any power of attorney has been filed before the learned S.D.J.M. A Division Bench of this Court in W.P. (C) No. 2334 of 2010 (disposed of on 16.07.2010), while considering the maintainability of the writ application filed by a company through its Sales Manager, who had been given a Power of Attorney by one of the Directors of the petitioner-company, dismissed the writ petition as not maintainable holding as follows: 6. This writ petition has been filed by a Company being represented by its Sales Manager on the basis of a Power of Attorney given by the Director. The Board of Directors of the petitioner-company passed resolution authorizing the Director to represent the company to institute the proceedings on behalf of the company. Therefore, the Director has no further authority to execute the power of attorney in favour of the Sales Manager to act on his behalf in the Court proceedings. The power can only be given by the Board of Directors of the Company in exercise of its statutory power by passing the resolution under the provisions of Section 291 of the Companies Act in favour of Director or Principal Officer of a Company who is well ver ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n that it is well settled in law that the Principal Officer if the company who has been delegated with the Power by the Board of Directors cannot re-delegated his power to his subordinate to represent the company on his behalf........ 6. In terms of Section 291 of the Companies Act, power to represent the company in a litigation can only be given by the Board of Directors of the Company by passing resolution to that effect in favour of the Directors or Principal Officer of company, who is well versed with the facts to speak, sign and verify the same in the pleadings. In the instant case, no resolution of the Board of Directors authorizing its Law Officer to file a complaint on behalf of the company has been produced before the learned S.D.J.M. or before this Court. As noted earlier, only xerox copies of excerpts of minutes of meeting held at the registered office of the complainant-company on 05.10.1999 and 02.01.2008 have been annexed to the counter affidavit which indicate that it was resolved to authorize Sri Mahendra Kumar Pradhan, the Law Officer of the company to sign and verify the complaint petition under Section 138 of the N.I. Act and to file suit and to sign and verif ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t ground for proceeding: Provided that no such direction for investigation shall be made - (i) Where it appears to the Magistrate that the offence complained of is triable exclusively by the Court of Sessions; or (b) where the complaint has not been made by a Court, unless the complainant and the witnesses present (if any) have been examined on oath under Section 200. (2) In an inquiry under Sub-section (1), the Magistrate may, if he thinks fit, take evidence of witness on oath: Provided that if it appears to the Magistrate that the offence complained of is triable exclusively by the Court of Session, he shall call upon the complainant to produce all his witnesses and examine them on oath. The expression 'and shall, in a case where the accused is residing at a place beyond the area in which the Magistrate exercises his jurisdiction' appearing in Sub-section (1) of Section 202, Cr.P.C was inserted by way of amendment by Act 25 of 2005 (w.e.f. 23.6.2006). This Court in the case of Parshotam Lal Vadera v. Satyanarayan Sadangi 2006 (Supp.-II) OLR (NOC) 1112 : 102 (2006) CLT 530 has held that the said expression makes it mandatory for the Magistrate for conduct ..... X X X X Extracts X X X X X X X X Extracts X X X X
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