HIGH COURTOF CHHAmSGARHAT BILASPUR Ct. M. P. No. 827 OF 2010 PETITIONERS/ Noa-appHcaats VERSUS Mr. Narayaa Son of Nafhinal Maaiyar, aysd about 53 years, Partaer M/s. Pooja Enterprises, Shop No. 3, Popular Market, Gandhibagh, N^pur, R/o 121, Wardhaman Nagar, Nagpur 440008. Mr. Neelam Jain (Lunawat) S/o Shri Paaaaji Jain (Lunawat) aged about .49 years, Partner M/s. Pooja Enterprises, Shop No. 3, Popular Market, Gaadhibagh, Nagpur, R/o Bapurao GaUi, Itw^ari, N^pur. M/s. Pooja Enterprises, A registered Partnerslup Firm, Having place of Business at Shop No. 3, Popular Market, Gaadhibagh, Nagpur, Throgh: its partner applican.t No. l. RESPONDBNT Sarda Energy aad Miaerab Limited, (Formerly Chhattisgarh Etectricity Conipaay Limited) A coinpaay iacorporated under the provisions of the Compauies Act, having its registered office at 73-A, Gentral Avenue, Nagpur (MH) and its Corporate Office aad Works at Industrial Growth Center Phase-1, Sutara, Raipiir (C.G.), rcpresented thTough: its Power of Attomey Holder/Authorized SigH&toiy at rclevant tuaes, at present represented through: Gtopal Ranjaa Pan^rahi its Senior Officer (Legal), PBTITION UNDBR SBCTION 482 OF THB CODE OF CRIMINAL PROCEDURB, 1973. (SB :Hon'ble Mr. T.P.Sharma, J.) Present:- Ms. Hamida Siddiqui, Advocate for fhe petitioners. Respondent not noticed. ORAL-ORDER (Passed oa 13/12/2010) 1. By fhis petittion uiider Section 482 of fhe Code of Crimiual Procedure, 1973 petitioners have prayed for quashinent ofcrimiual proceeding pendtug before the Judicial Magistrate First Class. Raipur Smt. Shradha Shukla ia cruninal complaint case No. 243/2010 in which vide order dated 4/2/2010 Judicial Magistrate Pirst Class has registered coiaplatat agaiast fhe present petitioners under Section 138 ofthe Negotiable Instoruments Act. Ms. Hamida Siddiqui, leamed counsel for tfae petitioners is heard. Leamed counsel for fb£ petitioners argued that respondent is a Registered Coiapaay under tbe Coiapaay Act but complamt has been ffled by Attomey bolder authorized by one of its Executive Director. In absence of any resolution by the Board of Director one Director is not competent to fUe complaiat compaay bas also not filed aay complaint, Learaed counsel for the petitioners further argued tbat Head Office of the respondent is situated at Nagpur, cheque has been given at Nagpur and same was dishonored by tfae Bauk situated at Nagpur. Petitioner's ofBce is also at Nagpur, cause of action does not arise wifhia the territorialjurisdiction ofCourt situated at Raipur. Leamed counsel for the petitioners also ai^ued fhat as per notice given by respondent tfae agreeiaent was witti another company although present compaaies are assignee of sucli company, but in fhe Ught of agreement wifh fonner coinpaay, coinplgiat is not mamtainable beforc tbe Court situated at Nagpur. On fhe aforesaid grouads, quashinent is prayed. Learaed cotinsel for the petitionera placed reliaace in the matter of Dale 8s Catthigji.on Invt. (P) Ltd. Aad Aaother v. P.K. Pirathapan 8. 9. Aad Otbers1 in which Supreiae Court has held that A coinpany is a juristic person aad it acts tbrough its Ditfctors who are coUectively referred to as fhe Board of Directors. An individual Director bas no power to act OQ behalfofacoinpany ofwbich he is a Director unless by soiuc resolution of fhe Board of Directors of the coinpany specific power is given to him/her. Leamed counsel for the petitioners fiu-ther placed reliance iu the matter of Ctaico Ursula D'Souza v. Goa Plast Pvt. Ltd.2 in wliich High Court of Mabarashtra has beld that Power of Attomey ia favour ofone person by the complamant coinpany but by one ofits Director is not coinpliance of provisions of Section 142 (a) of the Negotiable Instruments Act and process caanot be issued on the basis of such complaint. Copy of coiaplamt, copy of Power of Aftomey & copy of order impugned perused. As per Para-1 of fhe complau'it, company has authprized its s^natoiy i.e. Power ofAttoraey holder to fite complaint. Power of Attoruey reveals fhat it has been signed by Executive Director of the Coiapaay. As per notice aad coinplaint, origtuaUy fhere was contract with Chhattisgarh Electricity Company and petitioaers assignee of that company. A's per complaint, cheque was issued by the conipaay for piircliase ofproperty situated at Nagpur. As held iu case ofDalefis Carriag^on Invt. (P) Ltd. Aad Another (Supra) that oaly individual Director is pot coiapetent to act on behalf of tbe compaay unless by some resolution of the Board of ' (2005) I SCC 212 2 2008 (6) Mh. L.J Page-353 Directors of the Compaay specific power has not been given to hiin/her. 10. In the present case, complaint Para No. 1 reveals fhat coiapaay has authorized his Power of Attoruey holder for filing such complaint may be on fhe basis of any resolution but at this stage, without any documeut it is difficult to hold fhat Board ofDirector has not taken aay decision by resolution. Respondent is competent to inake complaint agaiast ass^nee. Respondent's compauy is also workmg ia fhe District-Raipur fberefore; prima facie, I do not fiad aay ground for quashinent of criiainal proceeding pendiag before the Court ofjudicial Magistrate Pirst Class, Raipur. Consequently, petition is liable to be dismissed aad is hereby disiaissed. Howcver, petitioners niay take aforesaid grounds before the trial Court aud in case; fhe giuunds are taken before trial Court fhen trial Court is required to decide tbeir application as a preliininary objection relating to niamtauiability of coiuplaiut. Sd/. T-P. Sharma Judge n-