JUDGMENT C. Praveen Kumar, J. 1. The appellant/complainant preferred the present appeal under Section 378(4) Cr.P.C. aggrieved by the judgment dated 19.01.2006 passed in Crl. A. No. 137 of 2004 on the file of the VII Additional District and Sessions Judge (Fast Track Court), Krishna at Vijayawada, wherein the appellate Court reversed the finding of the trial Court and acquitted the accused. For the sake of convenience, the parties will hereinafter be referred to as arrayed in C.C. 2. The facts in issue are as under: "The appellant/complainant filed a private complaint against the accused for an offence punishable under Section 138 of the Act. The allegations in the complaint would disclose that the accused opened a khata with the complainant through an agreement and was taking stocks from the complainant through various invoices on credit basis. It is stated that the outstanding liability of the accused as on 31.12.2001 was Rs.2,69,111/-. Pursuant to repeated demands made by the complainant, the accused issued a cheque bearing No. 658135 dated 18.06.2002 for Rs.2,69,111/- drawn on Karnataka Bank Limited, Adoni. The said cheque when presented on 20.06.2002 for collection through Vijaya Bank, Governorpet, Vijayawada was returned as un-paid with an endorsement "exceeds arrangement" vide debit invoice dated 05.07.2002. After complying with the statutory requirements and as the accused failed to pay the cheque amount, the complainant filed the present complaint." 3. After recording the sworn statement of the complainant, the case was taken on file as C.C. No. 695 of 2002 by the V Metropolitan Magistrate, Vijayawada and summons were issued to the accused. On appearance of the accused, copies of the documents were furnished to him as required under Section 207 Cr.P.C. and thereafter he was examined under Section 251 Cr.P.C., for which he denied the charge and claimed to be tried. 4. In support of his case, the complainant examined P.W. 1 and got marked Exs. Pl to P9. After closure of the complainant's evidence, the accused was examined under Section 313 Cr.P.C. explaining the incriminating appearing against him, but the same was denied by the accused. 5. In order to prove his defence the accused examined himself as D.W. 1 and got marked Exs. D1 and D18. 6. Pl to P9. After closure of the complainant's evidence, the accused was examined under Section 313 Cr.P.C. explaining the incriminating appearing against him, but the same was denied by the accused. 5. In order to prove his defence the accused examined himself as D.W. 1 and got marked Exs. D1 and D18. 6. After considering the material available on record, the trial Court convicted the accused and sentenced him to suffer simple imprisonment for one year and to pay a fine of ` 2,000/- in default to undergo simple imprisonment for one month. Aggrieved by the same, the accused preferred Crl. A. No. 137 of 2004 before the VII Additional District and Sessions Judge (Fast Track Court), Krishna at Vijayawada. By its judgment dated 19.01.2006 the learned Sessions Judge allowed the appeal and acquitted the accused. Challenging the same, the complainant filed the present appeal. 7. Heard counsel for the complainant/appellant, respondent/accused and perused the material. 8. The main ground urged by the learned counsel for the appellant is that the finding of the trial Court with regard to the authorization given to the complainant being bad in law is incorrect. According to him the complainant company has given authorization in favour of G. Bala Krishna on 25.05.1986 and one P.R. Neelakantam, who was a Director of the complainant company executed the same in favour of G. Bala Krishna. 9. On the other hand, the learned counsel for the accused would submit that the complaint is not maintainable under law, since the person who filed the complaint on behalf of the complainant company failed to establish that he got proper authorization to file the complaint. 10. To decide as to whether P.W. 1 was having proper authorization to file the complaint and represent the complainant company it may be necessary to refer to his evidence and the material available on record. P.W. 1 in his evidence affidavit filed in lieu of his chief examination stated that he was working as Depot Manager in the complainant company and accused was one of the customers of the complainant, having account and taking stock on credit basis. His evidence is to the effect that the accused was due a sum of ` 2,69,111/- as per the books of account as on 27.02.2002. On demand made, the accused is said to have issued a cheque which when presented was returned due to insufficient funds. His evidence is to the effect that the accused was due a sum of ` 2,69,111/- as per the books of account as on 27.02.2002. On demand made, the accused is said to have issued a cheque which when presented was returned due to insufficient funds. On 10.07.2002 a legal notice was issued to the accused but though he received the same failed to pay the due amount. In his cross-examination, P.W. 1 admits that the complainant company is a limited company having its head office at Calcutta. According to him, there was an agreement between the complainant and the accused but the same was not filed in the Court. It is his evidence that the customers issued cheques prior to supply of stocks by them. He admits that power of attorney filed by him was of the year 1988. He admits that except the statement of account he has not filed any document to show the liability of the accused and also admits that a notice sent by him to the accused was returned. He further deposed that the power of attorney is sufficient to authorize him to proceed with the case on behalf of the company. To a specific question, P.W. 1 admitted that he has not filed memorandum of association, articles of association and resolutions passed by the Directors before the Court. In order to establish that he was authorized to file a complaint, P.W. 1 got marked Ex. P7 Power of Attorney issued by P.R. Neelakantam on behalf of Duncans Agro Industries Limited. A perusal of the same would show that the said document was executed on 25.05.1988 appointing the complainant as its true and lawful attorney for and in its name to do, perform, execute and exercise all or any of the under-mentioned acts and deed. 11. The said power of attorney includes arranging, engaging, briefing, instructing counsel or advocates or Chartered Accountants or other competent persons, to represent, argue, conduct the Sales Tax cases, appeals, revisions etc. before the appropriate or relevant Central or State Government authority or officers of any local or municipal authority and to sign Vakalatnamas on behalf of the company for such purposes and to maker affirm or verify affidavits, plaints, declarations, petitions, statements etc., for such purpose as may be considered necessary. 12. before the appropriate or relevant Central or State Government authority or officers of any local or municipal authority and to sign Vakalatnamas on behalf of the company for such purposes and to maker affirm or verify affidavits, plaints, declarations, petitions, statements etc., for such purpose as may be considered necessary. 12. Before proceeding further, it would be useful to refer to Section 142(a) of the Act which reads as under: "142. Cognizance of offences -Notwithstanding anything contained in the Code of Criminal Procedure, 1973. (a) No Court shall take cognizance of any offence punishable under Section 138 except upon a complaint, in writing, made by the payee or, as the case may be, the holder in due course of the cheque;" 13. The term complainant is not defined under the Code of Criminal Procedure. Section 142 of the Act requires a complaint under Section 138 of the Act to be made by the payee (holder in due course). Unlike other private complaints, a complaint under Section 138 of the Act can be filed by payee alone. Negotiable Instruments Act only provides the dishonour of cheque as an offence and the manner of taking cognizance of offence punishable under Section 138 of the Act. The procedure to be followed for the trial of a case is governed by the Code. 14. The question would be whether Mr. Bala Krishna is competent to file a complaint. It is not in dispute that G. Bala Krishna was working as a Depot Manager in the complainant company which was dealing with tea powder business i.e. an employee in Duncan Industries Limited, the complainant in the present case. As stated above, the transaction which is subject matter of the "present case is said to have taken place in the year 2002-2003 and the power of attorney/authorization was said to have been issued by Duncans Agro Industries Limited having its registered office at Calcutta through one P.R. Neelakantam in favour of P.W. 1 who was staying at Vijayawada in the year 1988. 15. Section 142 of the Act contemplates that a complaint should be in the name of payee or the holder in due course of the cheque. If the payee is a company, neither the provisions of the Cr.P.C. nor the Act prescribed as to who should represent the company. 15. Section 142 of the Act contemplates that a complaint should be in the name of payee or the holder in due course of the cheque. If the payee is a company, neither the provisions of the Cr.P.C. nor the Act prescribed as to who should represent the company. Section 200 of the Cr.P.C. contemplates that in every complaint, where the complainant is an incorporeal body, there is a complainant-de jure, and a complainant-fife facto. 16. The issue as to who should represent a complainant company when the payee is an incorporeal body came up for consideration before the Apex Court. 17. In M.M.T.C., Ltd. and another v. Medchal Chemicals and Pharma (P) Limited and another 2002 (1) ALT (Crl.) 230 (SC) : (2002) 1 SCC 234 the Apex Court while dealing with the said aspect held that the only eligibility criterion prescribed by Section 142 of the Act for maintaining a complaint under Section 138 of the Act is that the complaint must be by the payee or the holder in due course. In the said case this criterion was satisfied as the complaint was in the name and on behalf of the company. Since the issue in the said case was with regard to quashing of a complaint and as the complainant was not duly authorized by the company, the Apex Court held that even presuming, that initially there was no authority, still the company can, at any stage, rectify that defect. Relying upon the judgment of the Apex Court in Associated Cement Company Limited v. Keshavanand 1998) 1 SCC 687 the Court held that at a subsequent stage the company can send a person who is competent to represent the company. Thus, the Apex Court set aside the order of the High Court in quashing the proceedings. 18. In National Small Industries Corporation Limited v. State (NCT of Delhi) and others (2009) 1 SCC 407 the Apex Court was dealing with the provisions relating under Section 200 Cr.P.C. and Sections 138 and 142 of the Act. After referring to Section 200 Cr.P.C. and Sections 138 and 142 of the Act, the Apex Court observed that "if the payee is a company, necessarily the complaint should be filed in the name of the company. Section 142 of the Act does not specify who should represent the company, if a company is the complainant. After referring to Section 200 Cr.P.C. and Sections 138 and 142 of the Act, the Apex Court observed that "if the payee is a company, necessarily the complaint should be filed in the name of the company. Section 142 of the Act does not specify who should represent the company, if a company is the complainant. The Court held that a company can be represented by an employee or even by a non-employee authorized and empowered to represent the company either by a resolution or by a power of attorney. It would be relevant to extract the relevant para which is as under: "Section 142 only requires that the complaint should be in the name of the payee. Where the complainant is a company, who will represent the company and how the company will be represented in such proceedings, is not governed by the Code but by the relevant law relating to companies. Section 200 of the Code mandatorily requires an examination of the complainant; and where the complainant is an incorporeal body, evidently only an employee or representative can be examined on its behalf. As a result, the company becomes a de jure complainant and its employee or other representative, representing it in the criminal proceedings, becomes the de factor complainant. Thus in every complaint, where the complainant is an incorporeal body, there is a complainant--de jure, and a complainant--de facto. Clause (a) of the proviso to Section 200 provides that where the complainant is a public servant, it will not be necessary to examine the complainant and his witnesses. Where the complainant is an incorporeal body represented by one of its employees, the employee who is a public servant is the de facto complainant and in signing and presenting the complaint, he acts in the discharge of his official duties. Therefore, it follows that in such cases, the exemption under clause (a) of the first proviso to Section 200 of the Code will be available." 19. In Milind Shripad Chandurkar v. Kalim M. Khan and another 2011 (2) ALT (Crl.) 324 (SC) : 2011 (4) SCJ 428 : AIR 2011 SC 1588 the Apex Court was dealing with a case where the complainant claiming himself to a sole proprietor of Vijaya Automobiles, which had the business of supplying fuel, filed complaint against the accused. In Milind Shripad Chandurkar v. Kalim M. Khan and another 2011 (2) ALT (Crl.) 324 (SC) : 2011 (4) SCJ 428 : AIR 2011 SC 1588 the Apex Court was dealing with a case where the complainant claiming himself to a sole proprietor of Vijaya Automobiles, which had the business of supplying fuel, filed complaint against the accused. The issue in the said case was as to who should file a complaint when the complainant is a proprietary concern. Dealing with the said aspect the Apex Court in Para No. 20 of the Judgment after referring to the judgment of that Court in Shankar Finance and Investments v. State of Andhra Pradesh and others (2008) 8 SCC 536 observed as under: "Where the payee is a proprietary concern the complaint can be filed (i) by the proprietor of the proprietary concern describing himself as the sole proprietor of the "payee"; (ii) the proprietary concern describing itself as the sole proprietary concern represented by its proprietor' and (iii) the proprietor or the proprietary concern represented by the Attorney Holder under the power of attorney executed by the sole proprietor. However, it shall not be permissible for an Attorney Holder to file the complaint in his own name as if he was the complainant. He can initiate criminal proceedings on behalf of the principal." 20. A three Judge bench of the Apex Court in A.C. Narayanan v. State of Maharashtra and another 2014 (1) ALT (Crl.) 44 (SC) : 2013 (8) SCJ 424 : 2014 (1) ALD 653 (SC) while dealing with the aspect as to filing of the complaints by the power of attorney holder held as under: "(i) Filing of complaint petition under Section 138 of N.I. Act through power of attorney is perfectly legal and competent. (ii) The Power of Attorney Holder can depose and verify on oath before the Court in order to prove the contents of the complaint. However, the Power of Attorney Holder must Have witnessed the transaction as an agent of the payee/holder in due course or possess due knowledge regarding the said transactions. (iii) It is required by the complainant to make specific assertion as to the knowledge of the Power of Attorney Holder in the said transaction explicitly in the complaint and the Power of Attorney Holder who has no knowledge regarding the transactions cannot be examined as a witness in the case. (iii) It is required by the complainant to make specific assertion as to the knowledge of the Power of Attorney Holder in the said transaction explicitly in the complaint and the Power of Attorney Holder who has no knowledge regarding the transactions cannot be examined as a witness in the case. (iv) In the light of Section 145 of N.I. Act, it is open to the Magistrate to rely upon the verification in the form of affidavit filed by the complainant in support of the complaint under Section 138 of the N.I. Act and the Magistrate is neither mandatorily obliged to call upon the complainant to remain present before the Court, nor to examine the complainant of his witness upon oath for taking the decision whether or not to issue process on the complaint under Section 138 of the N.I. Act. (v) The functions under the general power of attorney cannot be delegated to another person without specific clause permitting the same in the power of attorney. Nevertheless, the general power of attorney itself can be cancelled and be given to another person." 21. From the judgments of the Apex Court referred to above, it is clear that when the payee is a company, the complaint should be filed in the name of the company. Neither Cr.P.C. nor Section 142 of the Act specifies as to who should represent the company when the complainant is an incorporeal body. The Apex Court in National Small Industries Corporation (supra) held that a company can be represented by an employee or even by a nonemployee authorized and empowered to repay (sic represent) the company either by resolution or by power of attorney. The Court also held that in the absence of any provision in the Code with regard to the person who should represent the company, the relevant law relating to companies have to be followed. Further in Milind Shripad case (supra) the Court observed that in case of this nature where the payee is a company or sole proprietary concern, the issue as to person, who should represent the company, cannot be adjudicated upon taking any guidance from Section 142 of the Act but the cases shall be governed by general law i.e. Companies Act or by civil law, where an individual carries his business other than his name. The Apex Court also referred to Janki Vashdeo Bhojwani case (supra (sic)), wherein it was held that the general principles of company law or civil law would apply for maintaining a complaint under Section 138 of the Act. Further a three Judge Bench of the Apex Court in A.C. Narayanaran case ((sic 6) supra) has categorically observed that power of attorney holder can file a complaint under Section138 of the Act, but the said power of attorney holder must have witnessed the transaction as an agent of payee/holder in due course or must possess due knowledge regarding the said transaction. The judgment also says that the complainant, who (sic shall) specifically make an assertion as to the knowledge of the power of attorney holder about the said transaction explicitly in the complaint. It further held that the power of attorney holder can depose and verify on oath before the Court in order to prove contents of complaint, but the power of attorney holder should have witnessed transaction as an agent of payee/holder in due course or possessed due knowledge regarding said transaction. 22. The facts in the instant case would show that the power of attorney was given by Duncans Agro Industries Limited having its registered office at Calcutta to one G. Bala Krishna, who was staying at Rajahmundry in East Godavari District of Andhra Pradesh. The said power of attorney was executed by P.R. Neelakantam in favour of G. Bala Krishna which came into existence in the year 1988. Therefore, it can be said that the power of attorney holder Mr. G. Bala Krishna has no knowledge about the transaction in question which took place in the year 2003. Obviously the power of attorney which was executed much prior to the said transaction is silent with regard to the transaction in question, thereby not fulfilling the conditions laid down by the Apex Court in A.C. Narayanan case ((sic 6) supra). Apart from that the evidence of P.W. 1 itself would show that the head office of the complainant company is at Calcutta and there was an agreement between the complainant and the accused with regard to the transaction in question. Therefore, the power of attorney holder was neither party to the transaction nor a witness to the agreement entered into between the complainant and the accused. Even otherwise, no material is placed on record to show that Mr. Therefore, the power of attorney holder was neither party to the transaction nor a witness to the agreement entered into between the complainant and the accused. Even otherwise, no material is placed on record to show that Mr. P.R. Neelakantam was authorized by the Board to give authorization to P.W. 1 to represent the company and file a complaint on behalf of the company. 23. As observed earlier, a company can be represented by an employee or even by a non-employee authorized and empowered to represent the company either by resolution or by a power of attorney. No resolution of the Board is placed on record to show that the said G. Bala Krishna was authorized by the Board to file this complaint or that P.R. Neelakantam was given authority to delegate the power to G. Bala Krishna to file a complaint. 24. Under those circumstances it can safely be held that the complaint was filed by a person not duly authorized to file the complaint and the trial (sic appellate) Court has rightly acquitted the accused. 25. In view of the above finding, it may not be necessary for this Court to go into other aspects of the matter namely with regard to issuance of notice and the existence of a legally enforceable debt. 26. For the aforesaid reasons, I am of the view that there are no merits in the appeal and the same is liable to be dismissed. 27. Accordingly, the appeal is dismissed. As a sequel thereto, Miscellaneous Petitions, if any, pending shall stand closed. Appeal dismissed