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 18.08.2004 passed in C.C. No. 190 of 1999 on the file of the Judicial Magistrate of First Class, Kurnool, wherein the trial Court acquitted the accused Nos. 1 and 2. 2. For the sake of convenience, the parties will hereinafter be referred to as arrayed in C.C. 3. The facts in issue are as under: Though a private complaint was filed by the appellant/complainant against eight accused, the case was taken on file only against accused Nos. 1 and 2. The allegations in the complaint would show that the complainant company filed a complaint through P. Umarnaheswara Rao, alleging that the first accused availed a bridge loan of Rs. 20.00 lakhs against their public issue for the purpose of implementation of their product vide loan agreement dated 16.05.1996. It is stated that to liquidate their part liability the accused issued a cheque for Rs. 10,00,000/-. The said cheque when presented for collection on 19.02.1999 was returned by Bank of Madhura Limited, K.J. Market, Koti Branch, Hyderabad on 27.02.1999 for the reason "insufficient funds". The said fact was intimated to the complainant on 10.03.1999. A statutory notice came to be issued to the accused No. 1 calling upon him to pay the amount in lieu of dishonoured cheque. It is stated that though the notices were served on accused Nos. 1, 3 and 4 and intimation was forwarded to accused No. 2 on 26.03.1999, they have failed to pay the amount due. Hence, the complainant filed the present complaint. 4. After recording the sworn statement of the complainant, the case was taken on file as C.C. No. 190 of 1999 against accused Nos. 1 and 2 by the Judicial Magistrate of First Class, Kurnool, and summons were issued to the accused. On appearance, of accused Nos. 1 and 2, copies of the documents were furnished to them as required under Section 207 Cr.P.C. and thereafter they were examined under Section 251 Cr.P.C., for which they denied the offence and claimed to be tried. 5. In support of his case, the complainant examined P.W. 1 and got marked Exs. P1 to P15. 6. 1 and 2, copies of the documents were furnished to them as required under Section 207 Cr.P.C. and thereafter they were examined under Section 251 Cr.P.C., for which they denied the offence and claimed to be tried. 5. In support of his case, the complainant examined P.W. 1 and got marked Exs. P1 to P15. 6. After closure of the complainant's evidence, the accused was examined under Section 313 Cr.P.C. with regard to incriminating material appearing against them, but the same was denied by the accused. 7. In order to prove their defence, accused No. 2 examined himself as DW 1 and got marked Exs. D1 and D9. 8. After considering the material available on record, the trial Court dismissed the complaint holding that the complainant has no valid authorization to file a complaint against the accused and that there was no proper service of notice on the accused. The Court also held that the blank cheque which was given to the complainant as security was misused by the complainant and that there was no legally enforceable debt. 9. Heard the learned counsel for the appellant and learned counsel for the respondents/accused. 10. The main ground urged by the learned counsel for the appellant is that the findings of the trial Court are without any basis and as such the same needs to be reversed. 11. On the other hand, the learned counsel for the accused supports the findings of the trial Court contending that there was no proper authorization to file a complaint. 12. The main question that arises for consideration is whether P.W. 1 by name P. Uma Maheswara Rao was duly authorised to file the complaint or not? 13. 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 his evidence. 14. In his evidence, P.W. 1 deposed that he was working as Legal Assistant of T.G.V. Group Legal Cell. The complainant company gave him authorization to represent the company and file the case. Ex. A1 is the authorization letter said to have been given to him. 14. In his evidence, P.W. 1 deposed that he was working as Legal Assistant of T.G.V. Group Legal Cell. The complainant company gave him authorization to represent the company and file the case. Ex. A1 is the authorization letter said to have been given to him. During cross examination, he admits that he does not know how many directors are there in the complainant's company; that he does not know whether Suresh Babu is one of the Directors of the company and that he signed the agreement entered into with the accused. He further admits that he has no personal knowledge about the circumstances under which the bridge loan was given and the date on which the bridge loan was arranged to the accused. He further admits that he does not know who actually signed the agreement which was entered into between the complainant company and accused No. 1 company. He further admits that he was authorized by the Executive Directors to file the case and represent the company. However, he denied the suggestion that it was not a valid authorization. It was further admitted by him that no notice was served on accused No. 1 company and that Ex. P12 acknowledgment was made by Narayagara Paper Products, H. No. 3-2-331/R/S, Door No. 8, New Banjara Hills, Hyderabad. In support of his version that he has a proper authorization to file a complaint, the complainant placed on record Ex. P1. A perusal of Ex. P1, the authorization said to have been issued by its Executive Director Srimannarayana, would show that the P.W. 1, who was working in Legal Department, T.G.V. Group, Kurnool, was authorized to file complaints before the appropriate Courts, for dishonouring of cheques issued in favour of the company under Section 138 of the Act. 15. Before proceeding further, it would be useful to refer to Section 142(a) of the Act. "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; 16. The term complainant is not defined under the Code of Criminal Procedure. 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; 16. The term complainant is not defined under the Code of Criminal Procedure. Section 142of 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 that the dishonour of cheque is an offence and the manner of taking cognizance of the offence punishable under Section 138 of the Act. The procedure to be followed for the trial of a case is governed by the Code. 17. The question would be whether Mr. P. Uma Maheswara Rao is competent to file a complaint, though it is not in dispute that P. Uma Maheswara Rao was working in Legal Department in the complainant company. As stated above, the transaction which is subject matter of the present case was said to have taken place in the year 1999 and Ex. P1 is silent as to the date on which it was executed. Admittedly, P.W. 1 was staying at Kurnool and the agreement between the complainant company and accused No. 1 company took place at Hyderabad. 18. Section 142 of the Act contemplates that the 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 prescribe as to who should represent the company. Section 200of the Cr.P.C. contemplates that in every complaint the Magistrate while taking cognizance of an offence on complaint has to examine the complainant and that the substance of such examination reduced to writing shall be signed by the complainant. An incorporeal body can obviously neither give evidence nor sign the deposition. If literal interpretation is applied, it would lead to an impossibility as an incorporeal body is incapable of being examined. 19. In the circumstances, a harmonious and purposive interpretation of section 142 of NI Act and section 200 of Cr.P.C. becomes necessary. Section 142 of the Negotiable Instruments Act, 1881 only requires that the complaint should be in the name of the payee. 19. In the circumstances, a harmonious and purposive interpretation of section 142 of NI Act and section 200 of Cr.P.C. becomes necessary. Section 142 of the Negotiable Instruments Act, 1881 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. 20. 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. 21. In M.M.T.C. Ltd. And another Vs. Medchal Chemicals and Pharma (P) Limited and another : 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. Since the issue in the said case was with regard to quashing of a complaint 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 Vs. Keshavanand : 1998 (1) SCC 687 the Court held that at any subsequent stage the company can send a person who is competent to represent the company. 22. In National Small Industries Corporation Limited Vs. State (NCT of Delhi) and others: 2009 (1) SCC 407 the Apex Court after referring to Section 200Cr.P.C. and Sections 138 and 142 of the Act, held 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. 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. 23. The Apex Court in Para 16 of the judgment held as under: Section 142 only requires that the complaint should be in the name of the payee. 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. 23. The Apex Court in Para 16 of the judgment held 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 facto complainant. Thus in every complaint, where the complainant is an incorporeal body, there is a complainant--de jure, and a complainant--de facto. 24. In Milind Shripad Chandurkar Vs. Kalim M. Khan and another: AIR 2011 SC 1588 the Apex Court was dealing with a case where the complainant claiming himself to be 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 Vs. 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, but he can initiate criminal proceedings on behalf of the principal. However, it shall not be permissible for an Attorney Holder to file the complaint in his own name as if he was the complainant, but he can initiate criminal proceedings on behalf of the principal. Since there was no material before the Court to show that the complainant was a sole proprietor of the company, the Appellate Court did not find any reasons to interfere with the judgment of the High Court. 25. From the judgments of the Apex Court referred to above, it is clear that when 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 specify 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 non-employee authorized and empowered to represent the company either by resolution or by power of attorney. The Apex 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 or Civil Procedure Code has to be followed. 26. Further, in Milind Shripad case (supra), the Apex Court observed that "in case of this nature where the "payee" is a company or a sole proprietary concern, such issue cannot be adjudicated upon taking any guidance from Section 142 of the Act 1881 but the case shall be governed by the general law i.e. the Companies Act 1956 or by civil law where an individual carries on business in the name or style other than his own name. "In such a situation, he can sue in his own name and not in trading name, though others can sue him in the trading name. So far as Section 142 is concerned, a complaint shall be maintainable in the name of the "payee", proprietary concern itself or in the name of the proprietor of the said concern." 27. A three Judge Bench of the Apex Court in A.C. Narayanan Vs. So far as Section 142 is concerned, a complaint shall be maintainable in the name of the "payee", proprietary concern itself or in the name of the proprietor of the said concern." 27. A three Judge Bench of the Apex Court in A.C. Narayanan Vs. State of Maharashtra and another : 2014 (1) ALD 653 has categorically observed that power of attorney holder can also file a complaint under Section 138 of the Act and can depose and verify on oath before the Court in order to prove contents of complaint, but however, held that 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. It further held that the complainant must specifically make an assertion as to the knowledge of the power of attorney holder about the said transaction explicitly in the complaint. 28. In the instant case, the authorization, which has been filed by the complainant, was said to have been executed by one Ch. Srimannarayana, Executive Director of the complainant company. No material is placed on record to show that the Board of Directors of the company has delegated the said power to the said Srimannarayana, to give authorization to P.W. 1 to file a complaint on behalf of the company. Further, the said authorization is a general authorization, authorizing P.W. 1 to file complaints before appropriate Courts for dishonour of cheques issued in their favour. 29. 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 such resolution of the Board is placed on record to show that P.W. 1 was authorized to file this complaint or that the said Srimannarayana was given authority to delegate the power to P.W. 1 to file a complaint. Neither the complainant nor the evidence of P.W. 1, indicate the presence of P.W. 1 at the time of giving bridge loan and further the evidence of P.W. 1 is also silent as to his knowledge about the transaction. 30. 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 Court has rightly acquitted the accused. 31. 30. 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 Court has rightly acquitted the accused. 31. In view of the above findings, it may not be necessary for this Court to go into other aspects of the matter namely with regard to service of notice on the accused and also with regard to existence of a legally enforceable debt. 32. 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. 33. Accordingly, the appeal is dismissed. 34. As a sequel thereto, Miscellaneous Petitions, if any, pending shall stand closed.