JUDGMENT : Sophy Thomas?, J. The complainant in CC No.238 of 2002 on the file of Additional Chief Judicial Magistrate, Ernakulam, filed this appeal challenging acquittal of the accused, under Section 138 of the Negotiable Instruments Act (hereinafter referred as ‘the NI Act’), as per judgment dated 31.05.2007. 2. The complainant, M/s.Sree Gokulam Chit & Finance Company, is a Private Limited company having its registered office at Chennai and a branch office at MG Road, Ernakulam. The complainant is represented by its power of attorney holder, who is the Assistant Manager of that company. He is empowered to institute the complaint and to give evidence. The 2nd accused is M/s.Woodlands Jewellers and the 1st accused is its partner. Rs.2,13,000/- was due to the complainant, from the accused, towards future instalments of kuri transactions, which the 2nd accused had subscribed with the complainant-company. Towards discharge of that debt, the 1st accused issued Ext.P2 cheque dated 14.12.2001, assuring that, it would be encashed on presentation before the Bank. The complainant presented that cheque for collection but it was dishonoured for the reason, ‘A/c transferred to suit file. No Balance.’, as per Ext.P3 memo. Complainant sent Ext.P5 registered lawyer notice to the accused, and in spite of receipt of notice, they did not repay that amount, though a reply was sent with untenable contentions. Hence the complaint. 3. After taking cognizance and on appearance of the accused before the trial court, particulars of offence were read over and explained, to which, they pleaded not guilty and claimed to be tried. Thereupon, PW1 was examined and Exts. P1 to P10 and P10(a) were marked from the side of the complainant. On closure of complainant’s evidence, the accused were questioned under Section 313 of Cr.P.C. They denied all the incriminating circumstances brought out in evidence and according to them, they subscribed chitty conducted by the complainant, which was terminated on 12.11.1998. They paid the entire amount due, and thereafter their passbook was closed. Ext.P2 cheque was given by the accused, as a blank one, only as a security, when he bid the chitty. After closing the chitty, the accused demanded back the blank cheque given as security, but it was not returned, saying that it was kept in the head office at Madras. No defence evidence was adduced. 4. Ext.P2 cheque was given by the accused, as a blank one, only as a security, when he bid the chitty. After closing the chitty, the accused demanded back the blank cheque given as security, but it was not returned, saying that it was kept in the head office at Madras. No defence evidence was adduced. 4. On analysing the facts and evidence, and on hearing the rival contentions from either side, the trial court acquitted the accused, finding that the complaint was not properly instituted, as PW1-Assistant Manager was not properly authorised to file the complaint or to give evidence on behalf of the company. Moreover, the complainant failed to prove that, Ext.P2 cheque was issued towards discharge of a legally enforceable debt. Aggrieved by the acquittal of the accused, the complainant has preferred this appeal. 5. Heard learned counsel for the appellant and learned counsel for the respondents. 6. Learned counsel for the appellant would contend that, since the complainant is a Private Limited company, which is an incorporeal body, only an employee or representative of the company can prefer the complaint. The company becomes a de jure complainant and its employee or other representative representing the company in the criminal proceedings becomes the de facto complainant. In a complaint, with regard to dishonour of a cheque issued in favour of a company, for the purpose of Section 142 of the NI Act, the company will be the complainant, and for the purpose of Section 200 of the Criminal Procedure Code, its employee, who represents the company, will be the de facto complainant. A company can be represented by an employee, or even by a non-employee authorised and empowered, to represent the company by a resolution or a power of attorney. 7. According to the appellant, Ext.P8 extract of the resolution empowered PW1-Sri.A.T.K.Ajayan, who was the Assistant Manager of the company, to file the complaint and to give evidence. A company can be represented by an employee, or even by a non-employee authorised and empowered, to represent the company by a resolution or a power of attorney. 7. According to the appellant, Ext.P8 extract of the resolution empowered PW1-Sri.A.T.K.Ajayan, who was the Assistant Manager of the company, to file the complaint and to give evidence. Ext.P8 is the extract from the minutes, of the proceedings of the Board of Directors meeting, held on 14.09.2000, at its corporate office at Chennai, which authorised the Assistant Manager Sri.A.T.K.Ajayan, to do the following acts: ‘(1) To institute, commence, prosecute, carry on or defend any suit or legal proceeding, (2) To sign and verify all plaints, written statements and other pleadings, applications, affidavits, petitions or documents and produce them before any Court, (3) To appoint, engage and instruct any solicitor, Advocate or Advocates to act and plead and other wise conduct the case on behalf of the Company and to sign any Vakalathnama or other authority in this regard, (4) To give evidence on behalf of the Company in any Court of law, and (5) To do all other lawful acts, deeds and things in connection with filing of any suit and conducting any legal proceedings in any court of law and to withdraw the case on behalf of the Company.’ 8. Learned counsel for respondents 1 and 2 would contend that, Ext.P8 extract of the minutes is not admissible in evidence and the minutes has to be proved by producing the original. He would rely on a decision of the High Court of Judicature at Bombay in Ashish C. Shah v. M/s. Sheth Developers Pvt. Ltd. & Others reported in [CDJ 2011 BHC 339: 2011 KHC 6506], to say that, Section 194 of the Companies Act provides that, the minutes of meetings kept in accordance with the provisions of Section 193, shall be evidence of the proceedings recorded therein. No provision in the Companies Act was brought to the notice of that court which provides that, certified copy or extract of the minutes would be admissible in evidence, without proof of the original. No provision in the Companies Act was brought to the notice of that court which provides that, certified copy or extract of the minutes would be admissible in evidence, without proof of the original. Section 65(f) of the Evidence Act provides that, secondary evidence may be given, of the existence, condition and contents of the document, when the original is the document, of which a certified copy is permitted by the Evidence Act or by any other law in force in India, to be given in evidence. He would rely on another decision of the Delhi High Court in Escorts Ltd. v. Sai Autos and Others [1991 Company Cases Volume 72 Page 483] to say that, copy of resolution was not enough and the original of the minutes book, containing the resolution relied on, has to be brought to the court. 9. Section 119 of the Companies Act, 2013 which corresponds to Section 196 of the Companies Act, 1956 says that, the books containing the minutes of the proceedings of any general meeting of a company or of a resolution passed by postal ballot shall be kept at the registered office of the company, and it shall be open for inspection by any member during business hours and if any member make a request, for a copy of the minutes, it shall be furnished within seven days, on payment of prescribed fees. So, Section 119 of the Companies Act provides for copy of the minutes, and moreover, learned counsel for the appellant would say that, copy of every resolution shall be sent to the Registrar for recording the same within 30 days of passing the same. Moreover, as per Section 54 of the Companies Act, 1956, a document which requires authentication by a company may be signed by a director, the manager, the secretary or other authorised officer of the company, and need not be under its common seal. So, according to the appellant, Ext.P8 extract of the minutes, which contains the resolution authorising the Assistant Manager to file criminal or civil cases or to give evidence etc., signed by the director of Sree Gokulam Chit & Finance Co. (P) Ltd., was sufficient authority for PW1, to file the complaint and to give evidence, on behalf of the company. 10. Learned counsel for the respondents would point out that, Ext. (P) Ltd., was sufficient authority for PW1, to file the complaint and to give evidence, on behalf of the company. 10. Learned counsel for the respondents would point out that, Ext. P8 was not produced along with the complaint, and it was produced subsequently after questioning the accused under Section 313 of Cr.P.C. Relying on the decision M. M. T. C. Ltd. v. Medchil Chemicals And Pharma (P) Ltd. [2002 KHC 241], learned counsel for the appellant contended that, even if there was no authority initially, still the company can rectify that defect, at any stage. In para 12 of that judgment, we read thus: “It has been held that if a complaint is made in the name of an incorporeal person (like a company or corporation) it is necessary that a natural person represents such juristic person in the court. It is held that the court looks upon the natural person to be the complainant for all practical purposes. It is held that when the complainant is a body corporate it is the de jure complainant, and it must necessarily associate a human being as de facto complainant to represent the former in court proceedings. It has further been held that no Magistrate shall insist that the particular person, whose statement was taken on oath at the first instance, alone can continue to represent the company till the end of the proceedings. It has been held that there may be occasions when different persons can represent the company. It has been held that it is open to the de jure complainant company to seek permission of the court for sending any other person to represent the company in the court. Thus, even presuming, that initially there was no authority, still the company can, at any stage, rectify that defect. At a subsequent stage the company can send a person who is competent to represent the company. The complaints could thus not have been quashed on this ground.” 11. In the decision, Bhupesh Rathod v. Dayashankar Prasad Chaurasia and Another [ 2021 (6) KHC 368 ], Hon'ble Apex Court held that, even if there was no authority initially, the company can at any stage rectify that defect by sending a competent person. In that case, copy of the board resolution was filed along with the complaint. In the decision, Bhupesh Rathod v. Dayashankar Prasad Chaurasia and Another [ 2021 (6) KHC 368 ], Hon'ble Apex Court held that, even if there was no authority initially, the company can at any stage rectify that defect by sending a competent person. In that case, copy of the board resolution was filed along with the complaint. An affidavit was brought on record by the company, affirming the factum of authorisation in favour of the Managing Director. Hon’ble Apex Court accepted the copy of board resolution, to find that the Managing Director was authorised to file complaint in the Court and to attend all such affairs which may be needed in the process of legal actions. Paragraphs 23 and 24 of that judgment read thus: “23. It is also relevant to note that a copy of the Board Resolution was filed along with the complaint. An affidavit had been brought on record in the Trial Court by the Company, affirming to the factum of authorisation in favour of the Managing Director. A Manager or a Managing Director ordinarily by the very nomenclature can be taken to be the person in - charge of the affairs Company for its day - to - day management and within the activity would certainly be calling the act of approaching the Court either under civil law or criminal law for setting the trial in motion (Credential Finance Ltd. v. State of Maharashtra, 1998 (3) Mah LJ 805). It would be too technical a view to take to defeat the complaint merely because the body of the complaint does not elaborate upon the authorisation. The artificial person being the Company had to act through a person / official, which logically would include the Chairman or Managing Director. Only the existence of authorisation could be verified. 24. While we turn to the authorisation in the present case, it was a copy and, thus, does not have to be signed by the Board Members, as that would form a part of the minutes of the Board meeting and not a true copy of the authorisation. We also feel that it has been wrongly concluded that the Managing Director was not authorised. We also feel that it has been wrongly concluded that the Managing Director was not authorised. If we peruse the authorisation in the form of a certified copy of the Resolution, it states that legal action has to be taken against the respondent for dishonour of cheques issued by him to discharge his liabilities to the Company. To this effect, Mr. Bhupesh Rathod / Sashikant Ganekar were authorised to appoint advocates, issue notices through advocate, file complaint, verifications on oath, appoint Constituent attorney to file complaint in the Court and attend all such affairs which may be needed in the process of legal actions. What more could be said?” 12. Obviously Hon’ble Apex Court accepted copy of the resolution to find the factum of authorisation in favour of the Managing Director. 13. In the case on hand, PW1-Assistant Manager of the complainant-company filed the complaint and gave evidence on behalf of the company. Ext.P8 extract of the minutes shows that, the board of directors authorised him to do so. The fact that only extract of the minutes book was produced, without producing the original, or that Ext.P8 was produced at a belated stage, etc., will not take away that right from him. So, he could have filed the complaint and given evidence also on behalf of the company, on the strength of the resolution by the board of directors, an extract of which was produced as Ext.P8. 14. Learned counsel for the respondents would contend that, Ext.P9 power of attorney was not executed or authenticated by the Notary Public and so, it could not have been accepted to draw power for PW1, to file the complaint or to give evidence. According to him, the two ingredients contained in Section 85 of the Evidence Act viz. execution before the Notary Public and the authentication by the Notary Public are very essential. The words ‘executed before’, and ‘authenticated by’, are the two conditions to be satisfied in order to attract the presumption under Section 85 of the Evidence Act. He would rely on the decision Bank of India v. M/s. Allibhoy Mohammed and Others reported in [AIR 2008 BOMBAY 81], to support his argument. In paragraph 18 of that judgment, we read thus: “18. He would rely on the decision Bank of India v. M/s. Allibhoy Mohammed and Others reported in [AIR 2008 BOMBAY 81], to support his argument. In paragraph 18 of that judgment, we read thus: “18. Let me turn to the Legal Provisions; namely, Section 85 of the Evidence Act which lays down that the Court shall presume due execution and authentication of power of attorney when executed before, and authenticated by a Notary Public, or any Court, Judge, Magistrate, Indian Counsel or it's Vice Counsel or representative of the Central Government, etc. This presumption is available in favour of the original Power of Attorney holder provided mandate of Section 85 is duly followed.” 15. In the case on hand, though the original power of attorney is produced and marked as Ext.P9, it does not show that it was executed by the complainant in presence of the Notary Public, and there is no authentication by the Notary Public, that it was executed before her. So, there is some force in the argument put forward by learned counsel for the respondents, that Ext.P9 power of attorney cannot be accepted, for want of proper execution and authentication as envisaged under Section 85 of the Evidence Act. 16. Learned counsel for the appellant would submit that, even if the power of attorney is ignored, then also, the complaint is filed by an officer of the company and he was authorised as per board resolution dated 14.09.2000, the extract of which was marked as Ext.P8. So, this Court is of the view that, though Ext.P9 power of attorney was not liable to be accepted, being the officer of the company, authorised by board resolution dated 14.09.2000, PW1 was empowered to file the complaint and to give evidence. 17. Learned counsel for the appellant would say that, if the accused was disputing the authority of the complainant to file the complaint or to give evidence, it was open for him to dispute and establish the same during the course of trial. Hon’ble Apex Court in TRL Krosaki Refractories Ltd. (M/s.) v. M/s. SMS Asia Pvt. Ltd. and Another [ 2022 (2) KHC 157 :2022 (1) KLT OnLine 1043 (SC)] made that position clear, by holding that, when the complainant/payee is a company, an authorized employee can represent the company. Hon’ble Apex Court in TRL Krosaki Refractories Ltd. (M/s.) v. M/s. SMS Asia Pvt. Ltd. and Another [ 2022 (2) KHC 157 :2022 (1) KLT OnLine 1043 (SC)] made that position clear, by holding that, when the complainant/payee is a company, an authorized employee can represent the company. Such averment and prima facie material is sufficient for the learned Magistrate to take cognizance and to issue process. If at all there is any serious dispute with regard to the person prosecuting the complaint not being authorized, or if it is to be demonstrated that a person who filed the complaint has no knowledge of the transaction and as such that person could not have instituted and prosecuted the complaint, it would be open for the accused to dispute the position and establish the same during the course of the trial. 18. Though the respondents were disputing the authority of PW1, vide Ext.P8 extract of the resolution as well as Ext.P9 power of attorney, they did not take any steps to establish that position, during trial. So, the finding of the trial court, that PW1 was not authorized to file the complaint and to give evidence on the basis of Ext.P8 extract of the resolution, is liable to be set aside. 19. Coming to the facts of the case, learned counsel for the appellant would submit that, the respondents subscribed seven kuries of Rs.5,00,000/- each, with the appellant company, and they auctioned that kuri on 14.02.1997. They defaulted payment of future instalments, and towards discharge of that liability, the 1st respondent issued Ext.P2 cheque dated 14.12.2001 for an amount of Rs.2,13,000/-. When that cheque was presented before Bank, it was returned dishonoured for the reason ‘A/c transferred to suit file. No balance.’ The respondents are not disputing the signature in Ext.P2 cheque or the issuance of that cheque to the appellant. All statutory formalities to bring home an offence punishable under Section 138 of the NI Act was complied with. Moreover, the presumptions available under Sections 118 and 139 of the NI Act will come to the aid of the appellant to show that, Ext.P2 cheque was issued towards discharge of a legally enforceable debt. So, according to the appellant, learned trial court went wrong in acquitting the accused. 20. Moreover, the presumptions available under Sections 118 and 139 of the NI Act will come to the aid of the appellant to show that, Ext.P2 cheque was issued towards discharge of a legally enforceable debt. So, according to the appellant, learned trial court went wrong in acquitting the accused. 20. The respondents would contend that, when they auctioned the kuri with the appellant, as a security for the balance instalments, Ext.P2 cheque was given as a blank signed cheque, and even after they paid the future instalments fully, and closed the kuri, the blank cheque entrusted with the appellant was not returned. Only to see, whether they could extract some more money from the respondents, they filed a false complaint, misusing that blank cheque. 21. Relying on the decision of the Hon'ble Apex Court in Bir Singh v. Mukesh Kumar [ (2019) 4 SCC 197 ], learned counsel for the appellant would argue that, even a blank cheque leaf, voluntary signed and handed over by the accused, which is towards some payment, would attract presumption under Section 139 of the NI Act, in the absence of any cogent evidence to show that the cheque was not issued in discharge of a debt. Paragraphs 33 to 36 of that judgment read thus: “33. A meaningful reading of the provisions of the Negotiable Instruments Act including, in particular, Sections 20, 87 and 139, makes it amply clear that a person who signs a cheque and makes it over to the payee remains liable unless he adduces evidence to rebut the presumption that the cheque had been issued for payment of a debt or in discharge of a liability. It is immaterial that the cheque may have been filled in by any person other than the drawer, if the cheque is duly signed by the drawer. If the cheque is otherwise valid, the penal provisions of Section 138 would be attracted. 34. If a signed blank cheque is voluntarily presented to a payee, towards some payment, the payee may fill up the amount and other particulars. This in itself would not invalidate the cheque. The onus would still be on the accused to prove that the cheque was not in discharge of a debt or liability by adducing evidence. 35. 34. If a signed blank cheque is voluntarily presented to a payee, towards some payment, the payee may fill up the amount and other particulars. This in itself would not invalidate the cheque. The onus would still be on the accused to prove that the cheque was not in discharge of a debt or liability by adducing evidence. 35. It is not the case of the respondent - accused that he either signed the cheque or parted with it under any threat or coercion. Nor is it the case of the respondent - accused that the unfilled signed cheque had been stolen. The existence of a fiduciary relationship between the payee of a cheque and its drawer, would not disentitle the payee to the benefit of the presumption under Section 139 of the Negotiable Instruments Act, in the absence of evidence of exercise of undue influence or coercion. The second question is also answered in the negative. 36. Even a blank cheque leaf, voluntarily signed and handed over by the accused, which is towards some payment, would attract presumption under Section 139 of the Negotiable Instruments Act, in the absence of any cogent evidence to show that the cheque was not issued in discharge of a debt.” 22. The respondents are not disputing issuance of Ext.P2 cheque to the appellant, though according to them, it was issued as a blank signed cheque. They are not disputing the fact that they auctioned the kuri which they subscribed with the appellant and future instalments were to be paid, even after auctioning the kuri. Obviously, Ext.P2 cheque was issued not under any threat or coercion, and even according to the respondents, it was issued as a security for the future instalments to be paid in the kuri, which they had auctioned. In Moideen v. Johny [2006 KHC 1055], this Court held that, even if a blank cheque was issued as a security, the person in possession of the blank cheque, can enter the amount of the liability and present it to the bank. When a blank cheque is issued by one to another, it gives an authority on the person, to whom it is issued, to fill it up at the appropriate stage, with the necessary entities regarding the liability, and to present it to the bank. In the event of dishonour of that cheque, the accused cannot be absolved from his liability. When a blank cheque is issued by one to another, it gives an authority on the person, to whom it is issued, to fill it up at the appropriate stage, with the necessary entities regarding the liability, and to present it to the bank. In the event of dishonour of that cheque, the accused cannot be absolved from his liability. 23. Another contention taken up by learned counsel for the respondents is that, the appellant did not produce the account books of the chitty to show that Rs.2,13,000/- was due from them. Learned counsel for the appellant would submit that, production of account books etc. may be relevant in a civil court, but as far as a criminal case under Section 138 of the NI Act is concerned, there is presumption in favour of the holder of the cheque, and so the burden is upon the respondents to rebut that presumption. She would rely on a decision of the Hon’ble Apex Court in Chandel D. K. v. M/s. Wockhardt Ltd. and Another [2020 KHC 6204] which says that production of the account books/cash book may be relevant in a civil court; but may not be so, in the criminal case filed under Section 138 of NI Act, because of the presumption raised in favour of the holder of the cheque. 24. The respondents are not disputing the fact that they had subscribed kuries with the appellant company. Ext.D1 passbook shows that the kuri commenced on 12.11.1996, and it was terminated on 12.11.1998. In the first page of that passbook, a ‘PAID’ seal is found with the date 14.02.1997. According to the appellant, it was the date on which that kuri was auctioned by the respondents. In the 10th page of that passbook, there is an endorsement in red ink, as ‘closed 14.12.1998’. So according to the respondents, the endorsement ‘closed 14.12.1998’ and the ‘PAID’ seal on the first page of the passbook, will show that he had paid the entire amount due under that kuri and so, no amount was due, so as to issue Ext.P2 cheque. 25. Learned counsel for the appellant would contend that, if the kuri was closed on 14.12.1998, the passbook will show the seal ‘closed’, just like the ‘PAID’ seal in the first page. 25. Learned counsel for the appellant would contend that, if the kuri was closed on 14.12.1998, the passbook will show the seal ‘closed’, just like the ‘PAID’ seal in the first page. Since the kuri was auctioned by the respondents, definitely there would have been future instalments, to be paid monthly, till the termination of that kuri. When the respondents are alleging discharge of the entire kuri instalments due to the appellant, it is their burden, to prove it with cogent evidence. They could have very well called for the Registers pertaining to the kuri to show that the entire amount has been paid by them. Learned counsel for the appellant would say that, since Ext.D1 passbook was in the custody of the respondents, they themselves might have made the red ink entry ‘closed 14.12.1998’. Since Ext.D1 passbook was with the respondents, the manipulation as alleged by the appellant cannot be ruled out. Learned trial court seems to have been carried away by the ‘PAID’ seal seen on the first page of Ext.D1 passbook to find that, the entire dues of the kuri was paid off by the respondents. Obviously, that ‘PAID’ seal was regarding payment by the company, when the kuri was auctioned by the respondents. 26. Learned counsel for the respondents would contend that, on receipt of Ext.P5 lawyer notice, they sent Ext.D2 reply notice disowning the liability and disputing issuance of the cheque. But the appellant produced Ext.P10 notice sent by the respondents on receipt of Ext.P5 notice. In Ext.P10 notice, it was stated that the respondents were facing financial difficulties and they were making every effort to raise funds to settle the account. But, learned counsel for the respondents would say that, they never sent Ext.P10 reply notice to the appellant. But Ext.P10(a) postal cover will show that, it was sent by the respondents to Adv.Sri.K.S.Babu, who sent Ext.P5 notice. Ext.D2 notice as well as Ext.P10 notice are on the same day i.e. 10.01.2002. But Ext.D2 was addressed to the appellant directly. The postal receipt or acknowledgement card of Ext.D2 notice was not produced by the respondents. Since Ext.P5 notice was sent by an advocate, normally the reply also should have been given to that advocate. Ext.P10 notice along with Ext.P10(a) cover seem to be more reliable. But Ext.D2 was addressed to the appellant directly. The postal receipt or acknowledgement card of Ext.D2 notice was not produced by the respondents. Since Ext.P5 notice was sent by an advocate, normally the reply also should have been given to that advocate. Ext.P10 notice along with Ext.P10(a) cover seem to be more reliable. On going through Ext.P10 notice, it could be seen that, the respondents were admitting their liability to certain extent, towards the balance amount due on prized chits. 27. Adverting to the aforesaid facts and circumstances, this Court is of the view that, the trial court went wrong in acquitting the accused. So, the impugned judgment is liable to be set aside. There is evidence to show that Ext.P2 cheque was issued towards discharge of a legally enforceable debt, and that cheque was dishonoured for the reason ‘A/c transferred to suit file. No balance.’ The appellant had complied with all the statutory formalities in order to attract an offence punishable under Section 138 of the NI Act. The complainant was authorized as per Ext.P8 extract of the resolution, to file the complaint and to give evidence. The respondents failed to rebut the presumptions available in favour of the appellant, under Sections 118 and 139 of the NI Act. So, respondents 1 and 2 are found guilty under Section 138 of the NI Act. 28. As per Section 141 of the NI Act, if the person committing an offence under Section 138 is a company, every person who, at the time the offence was committed, was in charge of, and was responsible to the company for the conduct of the business of the company, as well as the company, shall be deemed to be guilty of the offence and shall be liable to be proceeded against and punished accordingly. Section 141(2) of the NI Act reads thus: “141. Offences by companies. — (1) xxx xxx xxx (2) Notwithstanding anything contained in sub-section (1), where any offence under this Act, has been committed by a company and it is proved that the offence has been committed with the consent or connivance of, or is attributable to, any neglect on the part of, any director, manager, secretary or other officer of the company, such director, manager, secretary or other officer shall also be deemed to be guilty of that offence and shall be liable to be proceeded against and punished accordingly. Explanation : For the purposes, of this section,— (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.” 29. In the case on hand, the 2nd respondent is a partnership firm and the 1st respondent is its partner. So both of them are liable to be convicted under Section 138 of the NI Act. 30. Regarding the sentence to be imposed, the transaction relates back to the year 2001 and 23 years elapsed since then. As held by the Hon’ble Apex Court in Kaushalya Devi Massand v. Roopkishore Khore [2011 KHC 281], the gravity of a complaint under the Negotiable Instruments Act cannot be equated with an offence under the provisions of the Indian Penal Code or other criminal offences. An offence under Section 138 of the Negotiable Instruments Act, 1881, is almost in the nature of a civil wrong which has been given criminal overtones. So, more than the punitive aspect under Section 138 of the NI Act, this Court is inclined to give priority to the compensation aspect. 31. In the result, respondents 1 and 2 are convicted and sentenced to undergo simple imprisonment for one day till rising of court and to pay compensation of Rs.3,00,000/- (Rupees three lakh only) to the appellant, with a default sentence of simple imprisonment for six months. 32. Since the 2nd respondent is the firm, the 1st respondent who is the partner of the 2nd respondent, has to appear before the trial court on or before 10.12.2024, to receive the sentence and to pay the compensation to the appellant/complainant. If the complainant is absent to receive the compensation amount, he can deposit the amount before the trial court. If the 1st respondent fails to appear as directed above, the trial court has to take steps for executing the sentence, without further delay. Registry to forward a copy of this judgment along with trial court records to reach the same before the trial court before 10.12.2024, so as to comply with the directions aforementioned. Accordingly the appeal stands allowed.