A. K. NAYAK, J. ( 1 ) THIS revisional petition under Section 401 read with Section 482, Cr. P. C. is directed against an order dated 3. 4. 85, passed by learned Chief Judge, City Sessions Court, Calcutta, in criminal appeal No, 34 of 1984 whereby the learned Judge allowed the appeal in part, upholding and confirming the sentence of conviction against two accused petitioners passed by Metropolitan Magistrate, 5th Court, Calcutta, but modifying the amount of fine that was to be paid by the accused-petitioner. ( 2 ) THE complainant-opposite party State Insurance Corporation brought this case against the accused-petitioner Nos. 1 and 2 the Directors, and accused petitioner No. 3 (whose name has been deleted subsequently in this petition) the Manager of the factory, Shiva Glass Works Co. Ltd. , as the principal employers, for their failure to submit contribution cards for the period 24. 11. 79 and 26. 1. 80, which should have been submitted according to the complainant on or before 5. 1. 80 and 7. 3. 80, respectively. Allegedly the accused petitioners were also convicted previously for similar such offence in 1975. The accused petitioners by such non-submission of contribution cards allegedly violated Regulation 26 of the Employees State Insurance (General) Regulations, 1950, and made themselves liable for prosecution under Section 85 (g) of the E. S. I. Act. ( 3 ) THE defence of the accused petitioners was that they had not committed any offence and not being the principal employers in respect of the factory could not be prosecuted for the alleged offence. The learned Magistrate found the accused persons including the present petitioners guilty of the said offence having been found them as principal employers which was upheld though the sentence was modified on appeal by the Chief Judge. ( 4 ) IT is against this order of the appellate Court that the petitioner have moved this Court by this revision petition. ( 5 ) IT was the specific defence of the accused before the Trial Court as well as before the Court of appeal that accused No. 3 Shri J. P. Roy was the Manager of the factory and as such he was the principal employer within the meaning of Section 2 (17) of the E. S. I. Act and was principally responsible for submission of the contribution cards. Argument was also advanced before the Courts below that the accused petitioners simply being the Directors of the factory and there having been no specific averment in the petition of complaint against them could not be said to be the principal employers at the material time when accused No. 3 was acting as the manager of the said factory. ( 6 ) THE learned Chief Judge acting as the Court of Appeal did not accept this contention advanced on behalf of the accused petitioners but found them to be the principal employers as well, along with the Manager, and upheld thereby the order of conviction passed by the learned Magistrate. ( 7 ) UNDISPUTEDLY, the accused petitioners are the Directors of a factory, namely, M/s. Shiva Glass Works Co. Ltd. , of which accused No. 3 who was also impleaded as petitioner No. 3 (deleted in this petition) is the Manager. The learned Chief Judge in arriving at his finding of conviction against the accused petitioners held that as Directors they can also be said to be the principal employers within the meaning of Section 2 (17) of the E. S. I. Act. In this connection he placed reliance upon three decisions of this Court reported in 1970 Cr. L. J. page 954 (B. M. Charterjee v. State of West Bengal and Anr.) and that in 1978 CHN page 444 (Bidyut Kumar Sett and Anr. v. Satyesh Chandra Bagchi and Ors.) and the third decision reported in 1979 (1) CHN page 208 (Arun Kumar Pal Chowdhury v. Satyesh Chandra Bagchi ). ( 8 ) IT is now a settled position who can be prosecuted under Section 85 (g) of the E. S. I Act, for non-submission of contribution cards as required under Section 40 read with Regulation 26 of the Employees State Insurance Regulation, 1950, is the principal employer as defined in Section 2 (17) of the E. S. I. Act Principal employer in respect of a factory as denned in Section 2 (17) of the E. S. I Act means the owner or occupier of the factory and includes the managing agent of such owner or occupier, the legal representative of a deceased owner or occupier, and where a person has been named as the Manager of the factory under the Factories Act, 1948, the person so named. ( 9 ) AN 'occupier' of the factory according to Section 2 (15) of the E. S. I. Act is to have the same meaning assigned to it in the Factories Act, 1948. Section 2 (n) of the Factories Act provides that occupier of a factory means the person who has ultimate control over the affairs of the factory. Where the said affairs are entrusted to managing agent, such agent shall be deemed to be the occupier of the factory. So, the plain meaning of the 'principal employer' in respect of a factory boils down to a person having actual control over the affairs of the factory at the material time. ( 10 ) VIEWED in this light a company owning the factory is the owner of such factory and thereby is the principal employer in respect of such factory as defined in Section 2 (17) of the E. S. I. Act. A Director, in that sense cannot be said to be the owner and as such the principal employer within the meaning of Section 2 (17) of the Act, and the view expressed otherwise to that effect in the decision reported in 1970 Cr. L. J. page 954 is respectfully distinguished and dissented from in this case. On the other hand a Division Bench of this Court in its decision reported in 1978 CHN page 444 held that a Director of a company, however can be brought within the meaning of 'occupier' as mentioned in Section 2 (17) of the Act and also according to Section 2 (n) of the Factories Act, such person who like a Director has ultimate control over the affairs of the factory. An extended meaning to the expression 'occupier' as given in such a case to bring within its fold a director particularly in a case where no managing agent has been appointed or any Manager has been named as it so happened in that case. In other words, occupier within the meaning of Section 2 (17) of the Act was held to be wide enough to include a Director where a managing agent has been appointed or any Manager is named. In other words, occupier within the meaning of Section 2 (17) of the Act was held to be wide enough to include a Director where a managing agent has been appointed or any Manager is named. This Bench decision upon which the learned Judge relied so much tends to show that such an extended meaning of the word 'occupier' can only be given in a case where a managing agent has not been appointed or any manager has been named. Indirectly thereby it shows that in a case where a managing agent has been appointed or a Manager is named, they will be treated to be the principal employer within the meaning of Section 2 (17) of the Act being the person, managing the affairs of the factory. In the instant case, accused No. 3 admittedly was the Manager of the factory at the relevant time and was described as such in the petition of complaint itself. We find from evidence on record that none of the witnesses examined by prosecution could say as to who were the persons in ultimate control over the affairs of the factory. P. W. 1, the complainant Inspector frankly admitted that he has no personal knowledge about it. So, under such circumstances, it can be said on the basis of the petition of complaint itself that this Manager was in control over the affairs of the factory, attending to such routine business of sending the contribution cards, etc. and can be said as such to be the principal employer at the material time. The decision reported in 1979 (1) CHN page 208 has been referred to in this connection, by Mr. Moitra the learned counsel for the complainant- respondent to show that even in a case where a Manager or managing agent has been appointed, they will be treated to be the principal employer of the factory within the meaning of Section 2 (17) (i) of the Act along with the director simultaneously as such expression is not disjunctive in respect of a manager or director. The opinion expressed in this single Bench decision, has, however, not been accepted by Lilamoy Ghose, J. in his decision reported in 1988 Cr. The opinion expressed in this single Bench decision, has, however, not been accepted by Lilamoy Ghose, J. in his decision reported in 1988 Cr. L. R. page 253, wherein the Manager named in the petition of complaint has been held to be liable alone as principal employer for non-submission of contribution cards in respect of a factory under this Act. ( 11 ) THE question whether all the Directors along with the managing agent or for the matter of that manager as named can all be simultaneously prosecuted together as 'principal employer' within the meaning of Section 2 (17) of the Act for the alleged offence is not free from doubt altogether. This is more so in view of the meaning of the word 'occupier' as defined in Section 2 (n) of the Factories Act, 1948, showing thereby the person who has ultimate control over the affairs of the factory. Proviso (ii) to Clause (n) of Section 2 of the Factories Act lays down that not all the directors shall be deemed to be the occupier but only the one who has the ultimate control over the affairs of the company. So, the primary objective in all these provisions is the fixing of responsibility or liability upon a person who has the ultimate control over the affairs of the company. Manager being such a person named and as his designation itself shows managing the affairs of the factory, he can be said to be the person in actual control of the routine affairs of the factory. In that event, and further in the absence of concrete evidence that directors were in ultimate control over the affairs of the factory and a specific averment to that effect in the petition of complaint being wanting in this case, the directors cannot be held to be liable. The learned Chief Judge has not taken into consideration this fact and circumstance as it was observed in the Bench decision reported in 1978 CHN page 444. In view of what has been stated above, therefore, in the instant case a manager having been there in actual control over the affairs of the factory is the principal employer and he has been found guilty of the offence. The accused-petitioners as directors, therefore, cannot be said to be liable for the offence complained of. In view of what has been stated above, therefore, in the instant case a manager having been there in actual control over the affairs of the factory is the principal employer and he has been found guilty of the offence. The accused-petitioners as directors, therefore, cannot be said to be liable for the offence complained of. The order of conviction passed against them by the Magistrate and upheld by the learned Judge, therefore, cannot be sustained. The same is set aside. The accused petitioners are accordingly acquitted of the offences charged against them. The result is the petition is allowed and the rule is made absolute. Rule made absolute.