Judgment Kanhaiya Singh, J. 1. The petitioner, Thakur Khageswar Singh, has been convicted under Section 17(2) of the Bihar Mica Act, 1947 (hereinafter referred to as the Act), and has been sentenced to pay a fine of Rs. 100/-. The question for determination is whether his conviction is competent and legal. 2. It will be necessary to state a few facts relevant for the disposal of this petition, about which there is now no controversy. On 6-3-1952. Mr. Bageshwar Prasad Singh, Inspector of Mica Accounts, Kodarma, inspected the mica godown of Messrs Mineral Development Ltd. in village Simaria in the district of Hazaribagh and found that the account books were not maintained in accordance with the provisions of sec, 10 of the Act. Accordingly, he lodged a complaint on 11-7-1952, for the prosecution of the petitioner under Sec.17(2) of the Act. As disclosed in the petition of complaint, the petitioner was prosecuted in his capacity as the Director in charge of Messrs Vijay Bharat and Co. It is common ground that Messrs Vijay Bharat and Co. are the managing agents of Messrs Mineral Development Ltd.. and the petitioner is the Director of the managing agency company. The petitioner alleged that he was not the licensee and held no responsibility for the maintenance of the account books and was, therefore, not liable for punishment under Sec.17(2) of the Act. Both the Courts negatived his defence and held him guilty, and convicted him, as stated above. 3. Sir Sultan Ahmad appearing for the petitioner advanced an argument that under Sec.17(2) of the Act only a licensee can be punished for infraction of any provision of the Act. and since the petitioner was not a licensee, his conviction was wholly illegal and without jurisdiction and cannot be maintained. 3. Sir Sultan Ahmad appearing for the petitioner advanced an argument that under Sec.17(2) of the Act only a licensee can be punished for infraction of any provision of the Act. and since the petitioner was not a licensee, his conviction was wholly illegal and without jurisdiction and cannot be maintained. Sub-section (2) of Sec.17 of the Act provides as follows : "(2) Any licensee or registered proprietor who (a) fails to keep any account required to be kept by Sec.10 or keeps an account which does not contain the particulars required by the said section or which is false in any material particular: (b); fails to produce such accounts or to disclose or to produce the full amount of his stock of mica when so required under Sec.11; (c) fails to submit any prescribed return or submits a prescribed return which is false in any material particular; (d) refuses or wilfully neglects to afford to any officer authorised under Sec.11 any reasonable facility for inspecting any mica mine or mica dump in his possession; shall on conviction by a Magistrate of the first class be punishable with fine which may extend to five hundred rupees." It will be observed that only a licensee or registered proprietor can be convicted for violation of the provisions of Sec.10 or 11 of the Act. If the licensee is a company, the company alone can be held liable, and not tile officers of the company. It is not possible that in all cases, the company will be in direct management of its affairs. For their protection, therefore, provision has been made in Section 7 of the Act. If the licensee is a company, the company alone can be held liable, and not tile officers of the company. It is not possible that in all cases, the company will be in direct management of its affairs. For their protection, therefore, provision has been made in Section 7 of the Act. This section provides as follows : "The Controller shall, on the application of a licensee or registered proprietor, endorse on his license or proprietors certificate, as the case may be, the names of persons who shall be entitled to exercise on behalf of such licensee or registered proprietor any of the powers conferred on him under this Act or his license or proprietors certificate, and no person whose name is not so endorsed shall be entitled to exercise any of the said powers on behalf of any licensee or registered proprietor," If the company is not in direct management of its affairs, either in part or in whole, in order to escape liability for transgression of the provisions of th6 Act, it is essential, therefore, that the names of the persons, who are entitled to exercise, on behalf of the licensee, any of the powers conferred upon him under this Act, are duly endorsed on the license or proprietors certificates, as the case may be as provided in Section 7 of the Act. If the safeguard provided in Section 7 is not availed of, the company as a licensee cannot escape liability under Sec.17(2) where, therefore, the provisions of Section 7 do not apply, only the licensee or registered Proprietor can be held guilty under Sec.17(2), and not the officers of the company or the persons connected with the management of the company. In this connection. I may refer to a decision of a Bench of this Court in S. Lal V/s. State, ILR 32 Pat 657, This case has no direct application. It concerns the application of the Bihar Cotton Cloth and Yarn (Control) Order, 1948. Clause 9(1) of the said Order is as follows : "No licensee shall sell cloth or yarn at a price higher than that fixed by the controller." In that case, the salesmen at the cloth shop of one Murlidhar were prosecuted for violation of Clause 9(1) of the aforesaid order on the ground that as salesmen they had sold dhoties at a price which was in excess of the controlled price. The owner of the cloth shop was not prosecuted. It was held by this Court that only the licensee is liable for contravention of Clause 9(1) of the Bihar Cotton Cloth and Yam (Control) Order, 1948, or for contravening the term of the lease, and not the salesmen, who were not the licensees. Following the reasonings of that case, it must be held that only the person, liable for contravention of the provisions of Sec.10 or 11 of the Act, is the licensee or registered proprietor as the case may be, and not the officers or managers of the licensee. The question, therefore boils down to this. Is the petitioner a licensee within the meaning of the Act? 4. As defined by Clause (i) of Sec.2 of the Act, "licensee" means a person to whom a miners license or a dealers license has been granted. We are not concerned in this case with a dealers license. "Miners license", as defined by Clause (m) of the said section means a license granted under Sec. 6 authorising the person to whom it is granted to have in his possession and sell mica extracted from a mica mine of which he is in possession and which is situated in land of which he is not the proprietor or from a mica dump of which he is in possession. No miners license has been granted to the petitioner. The licensee in this case is Messrs Mineral Development Ltd. If the petitioner is not a licensee, he does not come within the mischief of Sec.17(2) of the Act. Mr. T.K. Prasad appearing for the State of Bihar contended that though Messrs Mineral Development Ltd. held the miners license, in the eye of law, the petitioner must be deemed to be the licensee. Developing his argument, he urged that since Messrs Vijay Bharat and Co. are the managing agents of Messrs Mineral Development Ltd., they by virtue of their right of management, will be deemed to be the licensees and since the petitioner was the Director, in charge of Messrs Vijay Bharat and Co., in ultimate analysis, he was the licensed for the purposes of Sec.17(2) of the Act. In other words, according to Mr. Prasad. In other words, according to Mr. Prasad. the persons in immediate charge of the management of the company, namely, Messrs Mineral Development Ltd., whether they be managing agents, or managing directors, or managers, will be deemed to be the licensees under the Act. This argument is wholly fallacious and cannot be accepted as correct. The managing agents per se are not liable for all the acts of omission and commission of the company, here Messrs Mineral Development Ltd, It is purely a question of contract between the managing agents and the company. The managing agents conduct business of the company by virtue of and in accordance with the terms of the agreement. It is really, therefore, the contract between the managing agents and the company which will finally determine the rights and liabilities of the managing agents. Further, as provided in Sec.368 of the Companies Act, the managing agent of a company has to exercise his powers subject to the superintendence; control and direction of its Board of directors and subject also to the provisions of the memorandum and articles of the company and to the restrictions contained in Schedule VII. It is true that the extent of the control and direction by the directors might be modified by agreement between the company and the managing agents. Nevertheless, the managing agents have no rights nor liabilities beyond what is incorporated in the contract. The deed of contract between Messrs Vijay Bharat and Co. and Messrs Mineral Development Ltd. has not been produced. It may be that Messrs Vijay Bharat and Co. are in charge of the management of the affairs of the said Company. But, this by itself is not sufficient to determine the liability of the managing agent for infraction of the provisions of the Act. In order to fix their liability, it was necessary for the prosecution to produce the deed of agreement. The mere fact that Messrs Vijay Bharat and. Co. are the managing agents of Messrs Mineral Development Ltd. will not ipso facto render the former liable for any irregularities in keeping accounts of the mica mines in village Simaria. It is crystal clear, therefore, that in absence of the contract, the managing agents, as such, cannot be treated as licensee for. the purposes of the Act. Co. are the managing agents of Messrs Mineral Development Ltd. will not ipso facto render the former liable for any irregularities in keeping accounts of the mica mines in village Simaria. It is crystal clear, therefore, that in absence of the contract, the managing agents, as such, cannot be treated as licensee for. the purposes of the Act. When the managing agents, are not the licensees, it is obvious that the director in charge of their management, namely the petitioner, can by no stretch of language, be said to be the licensee for the application of Sec.17(2) of the Act. I may go further and say that, on the strict interpretation of Sub-section (2) of Sec.17, and being a penal clause it must be strictly interpreted, only the licensee can be held liable, be the licensee a company or an individual, and not the managers of the licensee, unless their names are endorsed on the license, as provided in Section 7 of the Act. In the instant case, the petitioners name is not so endorsed. It follows that, not being a licensee within the meaning of Sec.17(2) of the Act, the petitioner was not liable for irregularities and inconsistencies in maintaining the account books. His conviction, therefore, cannot be maintained. 5. In the result, this application is allowed, and the conviction and sentence imposed upon the petitioner are set aside. Mohapatra, J. 6 I agree.