JUDGMENT
Gopala Krishna Tamada, J.
1. Criminal Petition Nos. 2234 and 2235 of 1999 are filed by the petitioner who is arrayed as A-5 in C.C. Nos. 1 of 1999 and 288 of 1998 on the file of the Judicial I Class Magistrate, Proddatur, respectively. Criminal Petition Nos. 2241 and 2242 of 1999 are filed by A-3, A-4 and A-6 in the said cases.
2. As the point involved in all these petitions is one and the same, all the petitions are disposed of by common order.
3. The facts are that Vetri Spinning Mills (P) Limited is a private limited company and the petitioners herein are the Directors of the said company registered under the Companies Act, of which Sri S. Ramamoorthy (A-2) is the Managing Director and the petitioners herein are the Directors. The 1st accused-company is having business dealings with (1) Vasavi Cotton Traders, complainant in C.C. No. 1 of 1999 and (2) Sri Vijaya Krishna Ginning Mill, complainant in C.C. No. 288 of 1998 and in their business transaction, cheques were issued by the 1st accused-company, signed by the Managing Director i.e., A-2. When the cheques were presented, they were dishonoured and returned to the complainant with an endorsement “insufficient funds”. After complying with the provisions as contemplated under Section 138 of the Negotiable Instruments Act, i.e., issuance of notice, etc., the complainants filed the complaints under Section 138 of the said Act, Questioning the said complaints, the present petitions are filed under Section 482 of the Criminal Procedure Code alleging that maintenance of the complaints is nothing but an abuse of the process of the Court.
4. Mr. K. Ramesh, representing Mr. Vijaya Bhaskar, learned Advocate, strenuously contended before this Court that, (1) the complaints as filed by Vasavi Cofton Traders and Vijaya Krishna Ginning Mills are not maintainable as the partners of the respective firms have not filed any authorization into Court to establish that they are the authorized persons to maintain the complaint, (2) A-5 in the above cases had resigned from the directorship on 7.12.1996 and by the date the cheques were issued, he was not in the office and as such the criminal proceedings against him are liable to be quashed, (3) A reading of the complaint does not show any offence so far as the petitioners are concerned as nothing is alleged against them. It is, therefore, contended that ihe complaints filed are liable to be quashed.
5. Heard the learned Public Prosecutor.
6. Coming to the first contention advanced by the learned Counsel for the petitioners, in Criminal Petition No. 1354 of 1999 dated 14.9.2001, this Court had an occasion to deal with similar contention and after perusing various judgmerts of this Court, this Court came to a conclusion that the question of filing of authorization is purely a question of fact and the said question can be gone into only by the Trial Court during the course of trial. The relevant portion of the said judgment reads as under :
“Section 141 of the Negotiable Instruments Act, 1881 deals with offences by Companies and the Explanation to the said section is as follows :
(a) ‘Company’ means any body corporate and includes a firm or other association of individuals; and
(b) ‘director’ in relation to a firm, means a partner in the firm.”
It is needless to say that a company is a juristic person, a legal entity. A company, though is a legal entity, does not have soul, mind, body and limbs to walk to Court for preference of a complaint. The dictates of common sense, practical wisdom, prudence and expedience impel the Courts in such a situation to allow a Company to be represented by some person concerned with the affairs of the Company, Similarly, in case of a firm also, though strictly not a legal entity for all purposes, but a legal entity for the purpose of this Act, has to act through some human agency connected with the affairs of the firm. In the normal course, such legal entities are managed by manager, partner, managing partner, director, managing director or principal officers like other executives in charge of affairs and administration. In my view, when the law expressly recognizes the right of such persons and executives to represent the interest of legal entity, like corporate body, company, firm, etc., no special and express authorization is required for initiating any legal proceedings like the present one. In the instant case, the 1 st respondent is a Private Limited Company having a legal entity, a juristic person incorporated under the Companies Act and the complaints have been filed in the name of the said legal entity, of course, by its manager Sri Ramesh Kumar Gupta. Hence, in my considered opinion, no authority is required specially keeping in mind the Explanation to Section 141 of the Negotiable Instruments Act, which is extracted above.”
7. In view of the finding recorded in the aforementioned case, this Court has no hesitation to reject the said contention.
8. Insofar as the contention that A-5 i.e., the petitioner in Crl. Petition Nos. 2234 and 2235 of 1999 was not the Director of the company by the date cheques were issued is concerned, again it is a matter of fact which cannot be gone into by this Court sitting under Section 482 of the Criminal Procedure Code. It is for the Trial Court to see whether A-5 is a Director or not of the relevant point of time and give a finding basing on the evidence. Hence, this contention is also not accepted.
9. The third contention is that A-1 is a company, of which A-2 is the Managing Director, and the cheques were issued by A-2 alone and the petitioners who are the Directors of the said company cannot be held responsible as they are not in charge of and are responsible to the company for the conduct of the day-to-day business of the company and as such the proceedings against the petitioners herein are not maintainable. Learned Counsel for the petitioners has drawn my attention to the judgment of a learned Single Judge of this Court in Secunderabad Health Care v. Secunderabad Hospitals, II (1998) BC 614= 1998(2) A.L.D. (Crl.) 206, wherein the learned Judge has taken the view that if no allegation is made against the other Directors (hat they are either in charge of the affairs of the company or they are aware of the issuance of the cheques, the proceedings are liable to be quashed. The relevant paragraph reads as under:
” 12. In this background, let me examine the contents of the complaint on hand. There is no whisper in the complaint against respondents 3 to 7. It is not even averred that they are aware of the second accused issuing cheques in question to the complainant. It is not even alleged that they are involved in day-to-day management of the affairs of the company. Nothing is stated as to in what way they shall be deemed to be guilty of the offence committed by the first accused company. The sworn statement of the complainant recorded at the time of taking cognizance also does not reveal anything against the petitioners/accused 3 to 7. For the aforesaid reasons, the process ought not to have been set in motion as against the petitioners/accused 3 to 7. The allegations levelled against the first and second petitioners arc clear. The second petition is admittedly was the M.D. and was in charge of the company. The truth or otherwise of the allegations levelled against even petitioners 1 and 2 in the complaint is a different matter altogether.”
10. On the contrary, the learned Public Prosecutor has drawn my attention to an unreported judgment of a learned Single judge of this Court in Criminal Petition Nos. 3451 to 3457 of 2001 dated 26.9.2001, wherein the learned Judge after discussing various judgments of the Apex Court and the judgments of this Court, held thus ;
“In this connection, it is apt to look at the definition of ‘complaint’ as given in Section 2(d) of Cr.P.C, which reads as under :
‘complaint’ means any allegation made orally or in writing to a Magistrate, with a view to his taking action under this Code, that some person, whether known or unknown, has committed an offence, but does not include a police report:
Explanation–A report made by a police officer in a case which discloses, after investigation, the commission of a non-cognizable offence shall be deemed to be a ‘complaint’ and the police officer by whom such report is made shall be deemed to be the complainant.
A perusal of the said provision shows that there must be a reasonable accusation against a person in writing so as to enable the Court take cognizance. That is how the complaint has been defined under the said provision. Therefore, what is germane for consideration is whether there is such an accusation in the complaint which enables the Court to take cognizance of the offence or not. Such accusation can be articulated in the complaint in an artistic manner, by employing the language used in the section of law. Such an accusation can manifest itself from the averments made in the complaint, albeit, the, complaint has been drafted in an inartistic manner with inadvertent omissions. In such circumstances, it is not expedient to ignore the patent.
In para 3 of the complaint it has been mentioned that the accused have issued the cheques with an intention to cheat the complainant knowing fully well that they do not have sufficient amounts in their account with the Bank to make the payment for the said cheques. Although the quintessence of the said accusation has not been so couched in the language more or less nearer to the language employed in Section 141 of the Act attracting the latter part of Sub-section (1) or Sub-section (2) thereof, but, in my considered view that lays necessary foundation from which it can be discerned that the offence has been committed with the knowledge of the petitioners 2 and 3. As afore discussed the petitioners 2 and 3 are Managing Director and Director of the 1st petitioner company. Under the circumstances, it cannot be heard to say that they have nothing to do with the conduct of the business of the company.”
11. The other judgment which the learned Public Prosecutor wanted to rely upon in Girish K. Bhandari v. Lakshmi Finance & Industrial Corporation Ltd., I (2001) BC 579= 1999(1) ALT (Crl.) 460, wherein another learned Judge, after discussing various judgments of the Apex Court and this Court held thus :
“It is manifestly clear that there was no whisper in the complaint against the accused. It had never been averred that the accused were aware that one of the accused had issued a cheque to the complainant. The facts of the case are altogether different where it has been averred that accused No. 2 is the Director and accused No. 3 is the Managing Director and is also incharge of and responsible to the company for its day-to-day affairs. It is also stated that accused No. 4 is an Executive Director of the Company. Further it has been stated in the complaint that the offence had been committed with the consent and connivance of the accused Nos. 2,3 and 4. Whether this is a fact or not a fact is a matter of evidence. In terms of Section 141 of the Negotiable Instruments Act if an offence is committed by company under Section 138 of the Negotiable Instruments Act every person who at the time of offence was responsible to the company for the conduct of the company shall be vicariously liable for the offence. In my view, it is sufficient to make an allegation in the complaint with regard to the liability of the accused. Whether they are actually liable or not will have to be considered through evidence. I am fortified in my view by the Supreme Court judgment in Municipal Corporation of Delhi v. Purshotam Dass Jhunjunwala, . This was a matter where the Supreme Court was interpreting a similar section in the Food Adulteration Act and on similar facts the High Court had quashed the proceedings under Section 482, Cr.P.C. and the matter went to the Supreme Court. The Supreme Court found that in the case before them an averment had been made regarding the active role played by the respondents and the extent of their liability and in this view of the matter it cannot be said that para 5 of the complaint is vague and does not implicate respondents 1 to 11 and as to what would be the evidence against the respondents is not a matter to be considered at this stage and would have to be proved at the trial. It was further held that ‘we have already held that for the purpose of quashing the proceedings only the allegations set forth in the complaint have to be seen and nothing further’.”
12. In the light of the above judgments, this Court has given its anxious consideration to the matter and a reading of the complaint would, prima facie, disclose that the petitioners herein are the Directors of the company and the cheques were issued by A-2 on behalf of A-1 company with the consent and knowledge of the petitioners herein who are the Directors of the company. In view of the said accusation, it is not possible for this Court to come to a conclusion that there is no averment against the petitioners and it is for them to establish during the course of trial that they are not responsible for the day-to-day business of the company as mentioned in the Proviso to Section 141 of the Negotiable Instruments Act.
13. In view of the above discussion, I see no merits in these petitions. The criminal petitions are accordingly dismissed.