Defects in authorization of a company’s representative under Section 138 NI Act are curable at any stage of trial.

The Petitioner, a finance company, extended loans to the Respondent for vehicle purchases in 2008.

The Respondent defaulted and subsequently issued two cheques totaling Rs. 4,46,537, which were dishonoured for "Funds Insufficient" on 18.10.2010.

After serving a demand notice that went unheeded, the Petitioner, through its Area Recovery Manager, Sri Ashraful Hussain, filed a complaint under Section 138 of the Negotiable Instruments (NI) Act.

The Trial Court convicted the Respondent, sentencing him to 10 months of simple imprisonment and Rs. 6,00,000 in compensation.

On appeal, the Sessions Judge affirmed the findings on the merits of the offence but set aside the conviction on the technical ground that the complaint was not maintainable, as it was not filed by a person with a proved Board Resolution or proper authorization under Section 142(a) of the NI Act.

The Petitioner challenged this reversal in the present revision.

1. Whether the complaint filed by a juristic person is maintainable if the initial authorization of the representing officer is not produced at the time of filing.

2. Whether a defect in the authorization of the person representing the company can be rectified at a later stage of the proceedings.

3. Whether the non-production of a specific Board Resolution authorizing the Company Secretary to issue a Power of Attorney (POA) vitiates the authority of the POA holder.

Section 138 (dishonour of cheque) and Section 142(a) (cognizance of offences) of the Negotiable Instruments Act, 1881.

Section 305 of the CrPC regarding the representation of corporations.

Doctrine from MMTC Ltd. v. Medchl Chemicals and Pharma (P) Ltd., which established that a defect in authorization is a curable irregularity and does not bar cognizance if the complaint is in the name of the payee.

Principle from Associated Cement Co. Ltd. v. Keshvanand, which held that while a company is the de jure complainant, it can be represented by different de facto natural persons at different stages.

Precedent in TRL Krosaki Refractories Ltd. v. SMS Asia Pvt. Ltd., affirming that an authorized employee with knowledge of the transaction can maintain the complaint.

The High Court found that the Appellate Court misdirected itself by ignoring settled law and evidence on record.

Although the initial filing officer, Ashraful Hussain, did not produce a formal authorization letter, he was an Area Recovery Manager conversant with the transaction, satisfying the requirements for setting the criminal law in motion.

During the trial, the company substituted its representative with Sri Champak Kumar Talukdar (PW-1), who produced a valid Power of Attorney (Ext-1) executed by the Company Secretary.

The High Court held that under Section 142 of the NI Act, the "payee" (the company) is the complainant, and the identity of the natural person representing it can change.

The Appellate Court's insistence on the production of the underlying Board Resolution—despite the POA's explicit recital of such authority—was deemed unnecessary since the Respondent failed to prove the document was non-genuine.

Consequently, the initial defect, if any, was rectified during the trial, and the complaint remained maintainable.

The Trial Court’s conviction was restored; however, the Court modified the sentence by setting aside the term of imprisonment and ordered a consolidated compensation of Rs. 6,00,000 within four months, failing which the Respondent must undergo three months of simple imprisonment.