M/S TRL KROSAKI REFRACTORIES LTD versus M/S SMS ASIA PRIVATE LIMITED & ANR.

Citation: [2022] 2 S.C.R. 268 · Decided: 22-02-2022 · Supreme Court of India · Bench: N.V. RAMANA · Disposal: Appeal(s) allowed

Cited by 1 judgment(s) · cites 3 · see the full citation network in Lexace

Judgment (excerpt)

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SUPREME COURT REPORTS
[2022] 2 S.C.R.
[2022] 2 S.C.R. 268
268
M/S TRL KROSAKI REFRACTORIES LTD.
v.
M/S SMS ASIA PRIVATE LIMITED & ANR.
(Criminal Appeal No. 270 of 2022)
FEBRUARY 22, 2022
[N. V. RAMANA, CJI, A. S. BOPANNA AND
HIMA KOHLI, JJ.]
Code of Criminal Procedure, 1973: s.482 – Dishonour of
cheque – Respondent issued certain cheques in favour of the
appellant company which on presentation were dishonoured by the
bank – On respondent’s failure to comply with the demand notices,
appellant filed the complaint before the Magistrate u/ss.138 and
142 of N.I. Act – Respondent filed petition u/s.482 before the High
Court for quashing of complaint, which was allowed – On appeal,
held: s.142(1)(a) of N.I. Act states that the complaint ought to be in
writing and it should be filed by payee or the holder in due course
– In the instant case, requirements were satisfied, firstly, complaint
was filed in the name of the company i.e. the payee, through the
General manager (Accounting) – Secondly, Managing Director of
the appellant had duly authorized General Manager (Accounting)
to institute proceedings and represent the company – The Managing
director was delegated by the Board of Directors all the powers
necessary for the management and operation of the company –
Hence, the complaint u/s.138 NI Act was filed on the behalf of the
payee company with due authorization – In respect of General
Manager’s knowledge about the transaction or witness to the
transaction, transactions between the parties were based on the
agreement in which witness on behalf of appellant was none other
than General Manager – Further, the document for reconciliation
of account was attested by the representatives of the parties and
appellant was represented by the General Manager – Moreover,
when the cheques were dishonoured, it was the General Manager
who issued the notices on the behalf of the appellant – Hence, the
said documents and affidavit filed in lieu of oral sworn statements
before Magistrate indicated that the appellant was represented by
an authorized person who has knowledge about the transaction –
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Requirement of s.142 was satisfied – High Court was not justified
in entertaining the petition u/s.482 – Negotiable Instruments Act,
1881 – s.142.
Negotiable Instruments Act, 1881: s.142 – When a company
is the payee of the cheque based on which a complaint is filed under
s.138 of N.I. Act, the complainant necessarily should be the Company
which would be represented by an employee who is authorized – All
that is necessary is to demonstrate before the Magistrate that the
complaint filed is in the name of the “payee” and if the person who
is prosecuting the complaint is different from the payee, the
authorisation therefor and that the contents of the complaint are
within his knowledge – 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 the 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 – In such circumstances entertaining a petition
under s.482 to quash the order taking cognizance by the Magistrate
would be unjustified when the issue of proper authorisation and
knowledge can only be an issue for trial.
Allowing the appeal, the Court
HELD: 1. The Managing Director apart from himself being
the key managerial personnel of the appellant company, has also
been delegated the power by the Board of Directors through the
document dated 06.04.1998. Through the said document the
Managing Director has been delegated, in general, all powers
necessary for the management and operation of the company and
it has been specified among others, to exercise the power relating
to important issues affecting the company’s land and property.
Through the said document, the Managing Director is also
empowered to delegate where necessary and to the extent
required, any of the powers delegated to him, to his subordinate
officers. The above noted documents would disclose that the
complaint under Section 138 NI Act was filed on behalf of the
“payee” company with due authorisation. [Para 11][280-B-E]
M/S TRL KROSAKI REFRACTORIES LTD. v. M/S SMS ASIA
PRIVATE LIMITED & ANR.
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270
SUPREME COURT REPORTS
[2022] 2 S.C.R.
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