Filing a Cheque Bounce Case Through Power of Attorney

Your company is the payee on a ₹4.8 lakh cheque that came back unpaid, and the director who signed the invoices is travelling. Someone still has to sign the Section 138 complaint, swear the affidavit and face cross-examination in a magistrate's court. Filing a cheque bounce complaint through power of attorney is how most Indian companies solve this, but only when the instrument is drafted for a criminal case rather than lifted from a property file. This guide covers who may file, what the authorisation must actually say, the papers that travel with the complaint, and the objections that get raised in practice.

Who Can Sign and File a Section 138 Complaint

Section 142(1)(a) of the Negotiable Instruments Act, 1881 is narrow on its face: no court may take cognizance of an offence under Section 138 except on a written complaint made by the payee or the holder in due course. When the payee is a company, the payee is a juristic person, so the Act has always been read along with the general law of authorisation. A director, manager or consultant can sign and file, provided the authority is documented and the deponent can speak to the transaction.

Four documents get confused with one another, and the confusion is what sinks complaints.

• Board resolution. Needed when the payee is a company. It names the officer and authorises the filing. Useful, but it does not by itself answer who can depose.
• Power of attorney. A formal instrument under the Powers-of-Attorney Act, 1882, executed by the payee or by a director on the company's behalf. This is what carries authority to act before a court.
• Authority letter. A one-page letter on letterhead. Convenient for signing a complaint, thin when cross-examination begins.
• Vakalatnama. Given to your advocate, not to your manager. It does not authorise an employee to give evidence.

In A.C. Narayanan v. State of Maharashtra, the Supreme Court held that a power of attorney holder may file a Section 138 complaint and give evidence, but the complaint should disclose that the complainant is unable to appear, and the holder must have personal knowledge of the transaction. That single proposition governs most drafting choices below.

One practical point. Audience before a criminal court belongs to advocates. Section 32 of the Advocates Act, 1961 lets a court permit a person who is not an advocate to appear in a particular case, so an employee can be heard with leave. Most companies avoid the argument altogether: an advocate appears, and the authorised manager is the deponent.

Drafting the Power of Attorney for a Criminal Complaint

Name the cheque, not just the relationship

A power of attorney is construed strictly; powers not conferred are not implied. An instrument that says "all matters relating to the company's business" invites the reply that it says nothing about criminal proceedings. Tie it to the dispute: cheque number, date, amount, drawee bank and branch, the drawer, the invoice numbers against which the cheque was issued, and the outstanding ledger balance.

Then list the acts. Issuing the demand notice under clause (b) of the proviso to Section 138. Signing and verifying the complaint. Swearing affidavits under Section 145. Engaging and changing counsel. Appearing and deposing. Applying for interim compensation under Section 143A. Compounding the offence under Section 147. Receiving payment and issuing a discharge.

Execution and attestation

Execute it on stamp paper of the state where it is signed. Stamp duty on powers of attorney is a state subject and the amount differs across states, so check the local schedule instead of copying a figure from another state's draft. Sign before a notary with two witnesses. If a director signs from abroad, have the execution notarised and apostilled, or consularised where apostille is not available. Add a line that the authority continues until the complaint is finally disposed of.

The recital most drafts miss

State who the representative is in relation to the transaction. If the accounts manager raised the invoices, dispatched the goods and maintained the ledger, record that. The recital is what makes his evidence a substitute for the director's. If he joined after the supply, the director may still have to appear for deposition even if the manager files the case.

Documents to Attach With the Cheque Bounce Complaint Through Power of Attorney

The dates that decide maintainability

Jurisdiction follows Section 142(2). Where the cheque was delivered for collection through an account, the case is filed where the payee's bank branch is situated. In practice that means the payee litigates at home, which is why a Coimbatore supplier does not have to run to the drawer's town for every date.

Appearing Before the Magistrate Through a Representative

Before cognizance is taken, the Magistrate examines the complainant on oath. Since the Bharatiya Nagarik Suraksha Sanhita, 2023 replaced the Code of Criminal Procedure from 1 July 2024, that step is now governed by the Sanhita, and its savings provision keeps proceedings already begun on the old footing. In a cheque case the examination is usually satisfied by the affidavit permitted under Section 145 of the Act, which the authorised representative can swear if he has both the knowledge and the authority.

Section 145(2) is the speed breaker. On a request from the accused, the Magistrate may summon and examine the person who gave the affidavit. Cross-examination then narrows to two questions: are you the payee, and did you see this transaction. A representative who answers "I am authorised" to everything, without being able to place the invoice or the delivery, hands the accused a reason to demand the director.

The trial is summary under Section 143. If the drawer pleads not guilty, the Magistrate may order interim compensation of up to 20% of the cheque amount under Section 143A, and an appellate court may require a deposit of at least 20% under Section 148. Section 147 allows compounding, which is where most of these matters end.

A Worked Example: A Payee Company Sends Its Accounts Manager

Kaveri Auto Components Private Limited, Coimbatore, supplied machined parts to a trader in Tiruppur against invoice dated 18 January 2025 for ₹4,80,000. The trader issued a cheque dated 4 March 2025 drawn on a Tiruppur branch. Kaveri deposited it on 6 March; it was returned on 8 March 2025 with the remark "funds insufficient". The managing director was overseas. The accounts manager, who had raised the invoices and followed up the ledger, was given a notarised power of attorney on 15 March 2025, backed by a board resolution passed the same week.

The demand notice went by registered post on 18 March 2025 and was served on 22 March 2025. No payment came within the 15 days allowed, which expired on 6 April 2025, so the cause of action arose on 7 April 2025. The complaint was filed on 28 April 2025, comfortably inside the one-month window ending 6 May 2025, before the Magistrate where Kaveri's bank branch sits. The manager's Section 145 affidavit set out his role in the supplies, stated that the director was abroad, and annexed the originals.

Common Objections and How to Cure Them

"The complaint was not made by the payee." Cure it at the first hearing, not after summons: file the board resolution, the power of attorney and an affidavit stating the authority, with the complaint itself reciting the authorisation.

"The power of attorney holder has no personal knowledge." Cure it with a recital of his role in the transaction, supported by the invoices he handled. Where the knowledge genuinely sits with a director, let the director depose and the manager merely file.

"Notice was never served." Cure it with the postal receipt, the tracking sheet, the acknowledgement card, and the address taken from the cheque or the bank's records. Service is presumed where the notice is correctly addressed and refused.

"The complaint is time-barred." Cure it with an application for condonation setting out the dates of return, notice, service and filing, rather than letting the objection go unanswered.

"The instrument is general, unstamped or unauthenticated." Cure it by executing a fresh, dispute-specific and notarised authority before the next date.

"The company has not been arraigned." Under Section 141, where the drawer is a company, the company and every person in charge of and responsible for its business at the time of the offence must be named in the cause title.

Common mistakes and documents to keep

Three mistakes recur. Signing a power of attorney after the notice period has lapsed. Filing the complaint in the name of the manager instead of the company. And sending the originals to the advocate without keeping certified copies, which then delays every subsequent hearing. Keep one indexed set: original cheque, return memo, notice with postal proof, invoices and challans, ledger extract, power of attorney, board resolution and the filed complaint with its acknowledgment.

• Pass a board resolution naming the authorised officer before drafting the power of attorney

• Mention the cheque number, amount, drawee bank and invoice numbers in the instrument

• Get the power of attorney stamped as per the state schedule and notarised with two witnesses

• Attach a recital of the representative's role in the supply and the ledger

• File a Section 145 affidavit that the representative can defend in cross-examination

• Keep certified copies of every original handed to counsel

• Diarise the 30-day notice window and the one-month filing window from day one

Your next step is to have the board resolution and a dispute-specific, notarised power of attorney executed now, before the 30-day notice window closes, and to hand your advocate one indexed set of originals with copies retained in the office file.

This article is for general information only and is not legal advice. Consult a qualified professional for your specific facts.