JUDGMENT B.K. NAYAK, J. - In this application under Section 482, Cr.P.C., the petitioners challenge the order dated 05.11.2015 passed by the learned S.D.J.M., Jharsuguda in I.C.C. Case No. 422 of 2015 taking cognizance of the offence under Section 138 of the N.I. Act and directing the complainant to take steps for issuance of process for appearance of the accused persons. 2. The opposite party as complainant filed aforesaid complaint case against the petitioners and one Smt. Anita Chowdhary. Petitioner no. 1 is the company, which is the principal accused and petitioner no. 2 is the Managing Director of petitioner no.1. One Mrs. Anita Chowdhary, a Director of petitioner no.1- company had been arrayed as an accused but the impugned order of cognizance qua her has been quashed in CRLMC NO. 2403 of 2016. The complaint petition was initially filed in the Court of the learned Sub-Divisional Judicial Magistrate, Panposh, Rourkela where the Bank on which the cheques were drawn was located and registered as I.C.C. No. 458 of 2015, but subsequently in view of promulgation of Negotiable Instruments (Amendment) Ordinance, 2015, by the Government of India, the learned S.D.J.M., Rourkela passed order returning the complaint to opposite party no. 1 (complainant company) for presentation before the appropriate Court having jurisdiction, and accordingly the complaint petition was filed in the Court of learned S.D.J.M., Jharsuguda and registered as I.C.C. Case No. 422 of 2015. 3. As per the averments made in the complaint petition, the accused company (petitioner no.1) by virtue of an agreement entered into with the complainant-company (opposite party) acted as a stockist of the products manufactured by the complainant-company and in order to discharge some outstanding debt, the accused company had given seven number of cheques totally amounting to Rs. 1,10,00,000.00 (Rupees one crore ten lakhs) on 13.03.2015 and that on presentation, the said cheques were dishonoured for the reason “account closed” as informed by the Banker of the complainant-company. Thereafter, notice was issued in terms of the proviso under Section 138 of the N.I. Act demanding payment and that the accused company having failed to make payment, the complaint was filed. By the impugned order, the learned S.D.J.M. Jharsuguda took cognizance of the offence against all the accused persons. 4. Thereafter, notice was issued in terms of the proviso under Section 138 of the N.I. Act demanding payment and that the accused company having failed to make payment, the complaint was filed. By the impugned order, the learned S.D.J.M. Jharsuguda took cognizance of the offence against all the accused persons. 4. Learned counsel for the petitioners submits that the complaint of the complainant company has been filed by an incompetent person without requisite averments, in violation of the mandatory requirement of Section 142 of the N.I. Act. It is stated that the complaint has been filed through one Subhasis Kumar Das, the General Manager (Accounting) of the complainant company, who is not competent to file the complaint on behalf of the company. It was also submitted that the said Subhasis Kumar Das did not issue the cheques in question and, therefore, had no knowledge about the alleged transaction, nor he witnessed the same. It was also urged that he was not authorized by the Board of Directors of the complainant company to file the complaint. 5. A counter affidavit has been filed by the opposite party complainant stating that the agreement for transaction with the accused company was signed by the General Manager (Commercial) of the complainant’s company as Power of Attorney Holder. It is also stated that an account reconciliation proceeding was done between the petitioners and opposite party-company on 28.10.2014 and Sri Subhasis Kumar Das was a party to the same reconciliation on behalf of the complainant-company and as such the reconciliation proceeding is a proof regarding the admission of balance dues as on 30.09.2014 payable by the accused-company to the complainant company. It was also submitted that the Board of Directors of the complainant company authorised its Managing Director to authorize any other officer of the company to file the complaint on behalf of the company and in accordance with the authorization of the Board of Directors to its Managing Directors, the latter has delegated the power and authorized Subhasis Kumar Das to institute criminal proceeding on behalf of the company against the accused company by his letter of authorisation dated 23rd May, 2015 and, therefore, the complaint filed through Mr. Subhasis Kumar Das, is quite competent and maintainable. 6. Subhasis Kumar Das, is quite competent and maintainable. 6. In the present case, admittedly the General Manager (Accounting) of the complainant company has filed the complaint on behalf of the company, but no resolution of the Board of the Directors of the complainant company authorizing the General Manager (Accounting) to represent the company or constituting himself the Power of Attorney Holder for filing complaint was filed with the complaint petition before the Court below. Also no resolution of the Board authorising the Managing Director to authorize any other officer to file complaint was produced. 7. A division Bench of this Court in EIMCO ELECON (INDIA) LTD V. MAHANADI COAL FIELDS LTD. & ORS. : 2011 (1) ILR-CUT-833 have held as follows: “6.This writ petition has been filed by a Company being represented by its Sales Manager on the basis of Power of Attorney given by the Director. The Board of Directors of the petitioners-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 a Director of Principal Officer of a Company who is well versed with facts to speak, sign and verify the same in the pleadings. Therefore, the documents, namely, Power of Attorney and the Resolution passed by the Board of Directors of the company giving Authority to its Director to sue in the Court of Law on its behalf, produced by Mr. Das, learned Senior Counsel will not support the case of the petitioner. Hence, the contention urged in this regard by the learned counsel for the petitioner is wholly untenable in law. Further, the Constitution Bench decisions of the Supreme Court cited by the learned counsel for opposite party no.4 in the case of Chiranjit Lal Chowdhury (supra); Madan Gopal Rungta (supra) & Calcutta Gas Company Ltd. (supra) are aptly applicable to the fact situation of the case.” 8. Further, the Constitution Bench decisions of the Supreme Court cited by the learned counsel for opposite party no.4 in the case of Chiranjit Lal Chowdhury (supra); Madan Gopal Rungta (supra) & Calcutta Gas Company Ltd. (supra) are aptly applicable to the fact situation of the case.” 8. Another Division Bench of this Court in the case of Sri Kailash Chandra Mishra v. Shri Ajitsinh Ulhasrao Babar and others : 2014(I) OLR-211 came to consider the maintainability of a complaint under Section 138 of the N.I. Act. filed by a company through the Power of Attorney holder of the Managing Director of the Company and held in the following words that the complaint was not maintainable: “7. Mr. J. Patnaik, learned Senior Counsel placing strong reliance upon Section 292 of the Companies Act submitted that the Managing Director of the Company, who is a Principle Officer of the Company and has been authorized by the Board of Directors to represent on behalf of the company in the Court, he has no authority to re-delegate his power by executing the Power of Attorney in favour of the opposite party no. 1 for filing the complaint under the N.I. Act. Therefore, the complaint petition filed under Section 138 of the N.I. Act is incompetent for the reason that Section 138 and Section 142 (a) of the N.I. Act states that 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. In the case in hand, the company is the payee and opposite party no. 1 is only the power of attorney holder of the Managing Director of the company-opposite party no.2. Therefore, the complaint petition filed against the petitioner at Daman cannot be maintained.” In the said decision, in paragraph-12 it was further held as follows: “12. On the first point, we do not want to discuss in details for the reason that it is well settled in law that the Principal Officer of the company who has been delegated with the power by the Board of Directors cannot re-delegate his power to his subordinate to represent the company on his behalf. …. … “ 9. On the first point, we do not want to discuss in details for the reason that it is well settled in law that the Principal Officer of the company who has been delegated with the power by the Board of Directors cannot re-delegate his power to his subordinate to represent the company on his behalf. …. … “ 9. Relying on the aforesaid two Division Bench decisions, this Court in the case of L.P. Electronics (Orissa) Pvt. Ltd. & others v. Tirupati Electro Marketing Pvt. Ltd: 2013 (II) OLR 318 , where a complaint under Section 138 of the N.I. Act was filed by the Law Officer of the company who was not authorized or given Power of Attorney by the Board of Directors of the complainant company, it was held that the complaint was not maintainable. 10. A three Judge Bench of the Hon’ble Supreme Court in a reference in the case of A.C. Narayanan v. State of Maharashtra & Anr. : AIR 2014 Supreme Court 630 have held as follows: “15. In terms of the reference order, the following questions have to be decided by this Bench: (i) Whether a Power of Attorney holder can sign and file a complaint petition on behalf of the complainant?/ Whether the eligibility criteria prescribed by Section 142 (a) of NI Act would stand satisfied if the complaint petition itself is filed in the name of the payee or the holder in due course of the cheque? (ii) Whether a Power of Attorney holder can be verified on oath under Section 200 of the Code? (iii) Whether specific averments as to the knowledge of the Power of Attorney holder in the impugned transaction must be ex-plicityly asserted in the complaint? (iv) If the Power of Attorney holder fails to assert explicitly his knowledge in the complaint then can the Power of Attorney holder verify the complaint on oath on such presumption of knowledge? (v) Whether the proceedings contemplated under section 200 of the Code can be dispensed with in the light of Section 145 of the N.I. Act which was introduced by an amendment in the year 2002? “ In the said decision, in paragraph-23 it was further held as follows: “23. (v) Whether the proceedings contemplated under section 200 of the Code can be dispensed with in the light of Section 145 of the N.I. Act which was introduced by an amendment in the year 2002? “ In the said decision, in paragraph-23 it was further held as follows: “23. In the light of the discussion, we are of the view that the power of attorney holder may be allowed to file, appear and depose for the purpose of issue of process for the offence punishable under Section 138 of the N.I. Act. An exception to the above is when the power of attorney holder of the complainant does not have a personal knowledge about the transactions then he cannot be examined. However, where the attorney holder of the complainant is in charge of the business of the complainant-payee and the attorney holder alone is personally aware of the transactions, there is no reason why the attorney holder cannot depose as a witness. Nevertheless, an ex-plicit assertion as to the knowledge of the Power of Attorney holder about the transaction in question must be specified in the complaint. On this count, the forth question becomes in-fructuous.” 11. With regard to the question whether the Power of Attorney Holder will have the power to further delegate his function to another person, it was held in paragraph-25 of the aforesaid decision as follows: “25. Similar substantial questions were raised in the appeal arising out of S.L.P. (Cri.) No. 2724 of 2008, which stand answered as above. Apart from the above questions, one distinct query was raised as to whether a person authorized by a Company or Statue or Institution can delegate powers to their subordinate/others for filing a criminal complaint? The issue raised is in reference to validity of sub-delegation of functions of the power of attorney. We have already clarified to the extent that the attorney holder can sign and file a complaint on behalf of the complainant-payee. However, whether the power of attorney holder will have the power to further delegate the functions to another person will completely depend on the terms of the general power of attorney. As a result, the authority to sub-delegate the functions must be explicitly mentioned in the general power of attorney. Otherwise, the sub-delegation will be inconsistent with the general power of attorney and thereby will be invalid in law. As a result, the authority to sub-delegate the functions must be explicitly mentioned in the general power of attorney. Otherwise, the sub-delegation will be inconsistent with the general power of attorney and thereby will be invalid in law. Nevertheless, the general power of attorney itself can be cancelled and be given to another person.” Lastly in paragraph-26 of the aforesaid judgment, the Hon’ble Supreme Court held as follows: “26. While holding that there is no serious conflict between the decisions in MMTC ( AIR 2002 SC 182 : 2001 AIR SCW 4793) (supra) and Janki Vashdeo Bhojwani ( AIR 2005 SC 439 : 2004 AIR SCW 7064) (supra), we clarify the position and answer the questions in the following manner: (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 complaints. 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 transaction. (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.” 12. In A.C. Narayanan (supra) after the three Judge Bench answered the reference, the Supreme Court held in AIR 2015 SC 1198 as follows: “16. Nevertheless, the general power of attorney itself can be cancelled and be given to another person.” 12. In A.C. Narayanan (supra) after the three Judge Bench answered the reference, the Supreme Court held in AIR 2015 SC 1198 as follows: “16. In this case Magistrate had taken cognizance of the complaint without prima facie establishing the fact as to whether the Power of Attorney existed in first place and whether it was in order. It is not in dispute that the complaint against the appellant was not preferred by the payee or the holder in due course and the statement on oath of the person who filed the complaint has also not stated that he filed the complaint having been instructed by the payee or holder in due course of the cheque. Since the complaint was not filed abiding with the provisions of the Act, it was not open to the Magistrate to take cognizance. 17. From the bare perusal of the said complaint, it can be seen that except mentioning in the cause title there is no mention of, or a reference to the Power of Attorney in the body of the said complaint nor was it exhibited as part of the said complaint. Further, in the list of evidence there is just a mere mention of the words at Serial No. 6 viz. “Power of Attorney”, however there is no date or any other particulars of the Power of Attorney mentioned in the complaint. Even in the verification statement made by the respondent No. 2, there is not even a whisper that she is filing the complaint as the Power of Attorney holder of the complainant. Even the order of issue of process dated 20th February, 1998 does not mention that the Magistrate had perused any Power of Attorney for issuing process.” 13. In the instant case, in the complaint it is merely asserted that the complainant company is represented through its General Manager (Accounting), Sri Subhasis Kumar Das authorized by the company to file this complaint. There is no mention in the complaint with affidavit as to when and in what manner the company has authorized its General Manager (Accounting) to represent the company in filing the complaint. There is no mention in the complaint with affidavit as to when and in what manner the company has authorized its General Manager (Accounting) to represent the company in filing the complaint. There is also no averment in the complaint petition as to whether the General Manager (Accounting) had any knowledge about the transaction or he was a witness to the transaction. Neither any resolution of the Board of Directors of the complainant company nor any authorization of the company in favour of the person representing it in the complaint was filed for perusal of the Magistrate, but only an authorization letter by the Managing Director of the complainant company in favour of the General Manager (Accounting) to file the complainant was produced. The said authorization does not indicate whether the Board of Directors authorized the Managing Directors to re-delegate his power to the General Manager (Accounting) to file the complaint on behalf of the company. In the aforesaid circumstances, having regard to the decision of the Hon’ble Supreme Court in the case A.C. Narayanan (supra) the complaint against the petitioners (accused persons) must be held to be not maintainable being filed by an incompetent person. 14. The learned counsel for opposite party-complainant has relied on a decision of the Supreme Court in the case of United Bank of India v. Naresh Kumar and others: (1996) 6 SCC 660 , which deals with the question as to who can sign and verify a plaint on behalf of the company under the C.P.C. Similarly reliance has also been placed on the decision of the Hon’ble Supreme Court in SLP (Civil) No. 18347 of 2013 with regard to the scope of delegation of power under the Major Ports Trust Act, 1963. These decisions do not deal with the question of competency of a person to represent a company in filing a complaint under Section 138 of the N.I. Act in terms of Section 142 of the said Act, and, therefore, they are not applicable to the facts and circumstances of the present case. 15. In the light of the aforesaid discussion, it is held that I.C.C. Case No. 422 of 2015 filed against the petitioners is not maintainable and accordingly the impugned order taking cognizance therein is unsustainable in the eye of law. Therefore, the impugned order of cognizance is quashed. The CRLMC is accordingly disposed of. CRLMC disposed of.