JUDGMENT :- This is a writ petition by original accused Nos.2 to 4 in S.C.C. No. 1277 of 2005, being aggrieved by the order dated 21.7.2007 passed by learned 5th Judicial Magistrate, First Class, Aurangabad, issuing process against them under Section 138 of the Negotiable Instruments Act 1881, which order is confirmed by the learned Additional Sessions Judge-I, Aurangabad, in Criminal Revision No.339 of 2007 decided on 11.8.2009. 2. Some of the facts giving rise to this petition and which are undisputed at this stage are that present Respondent Nos.1 to 65 are the original complainants in S.C.C. No.1277 of 2005 filed under Section 138 of the Negotiable Instruments Act, 1881 ("the Act" for short) as against M/s. Vishnu Vijay Packages Limited, present three petitioners and one more person. It is alleged that the said MI s. Vishnu Vijay Packagers Ltd. is a company incorporated under the Companies Act, 1956. (Hereinafter referred to as "the said Company"). The said company had issued cheques dated 29.9.2004 drawn on H.D.F.C. Bank Ltd., Mumbai in favour of the Respondents-complainants towards their various legal dues which the said company owed to the present respondents. When the respondents presented those cheques to the respective banks wherein they were having their bank savings bank accounts, those cheques were dishonoured with endorsement "Accounts closed". It is further stated that the cheques were issued by the said company accused No.1 in favour of the Respondents complainants in discharge of its liability flowing from the agreement dated 3.10.2003 towards full and final settlement of the legal dues owed by it to the Respondents. Cheques having been dishonoured, the Respondents issued notice dated 17.12.2004 to the said company, through their Advocate. However, in spite of notice, payment was not made by the said company and, therefore, complaint S.C.C. No.1277 of 2005 is filed by the Respondents. In so far as present petitioners are concerned, in paragraph 6 of the said criminal complaint, following pleadings were made. "6. The Company, Accused-I, and the Directors, accused-2 to 5 above named, are jointly and severally responsible for the debts to the Complainants, and also for discharging the liability flowing from the cheques issued to the Complainants. They are also guilty of the Offence contemplated under the Negotiable Instruments Act for (non) satisfaction of the claims arising there from. " 3. The Company, Accused-I, and the Directors, accused-2 to 5 above named, are jointly and severally responsible for the debts to the Complainants, and also for discharging the liability flowing from the cheques issued to the Complainants. They are also guilty of the Offence contemplated under the Negotiable Instruments Act for (non) satisfaction of the claims arising there from. " 3. After the said criminal complaint was filed, the learned trial judge raised doubt whether a common complaint of 65 complainants would be tenable and thereafter he heard Advocate for the complainants respondents herein and passed order on 1.11.2006 and directed the complainants to deposit court fees which appears to have been paid and thereafter order of issuance of process was passed on 21.7.2007 which is under challenge in this writ petition. 4. Heard Shri. R. B. Muley, learned Advocate for the writ petitioners and Shri. F. R. Tandale, learned Advocate for the Respondents. 5. Rule. By consent of the learned· Advocates for the parties, rule made returnable forthwith and the writ petition is heard finally at the admission stage. 6. Shri. Muley, learned Advocate for the petitioners canvassed before this court that the order of issuance of process was illegal and improper because, unless there are necessary pleadings in the complaint as required under Section 141 of the said Act, no process can be issued against the accused. Secondly, he also submitted that all the three writ petitioners have given their replies to the notices issued by the Advocate for the Respondents-complainants. It is submitted that Petitioner No.2 had resigned as a director of the said company in the year 2002 and as such he was no more concerned with the business or affairs of company. Other two Petitioners, namely, Petitioner Nos.1 and 3 have replied that the said company was under liquidation and the Official Liquidator had been appointed as provisional Liquidator and had taken over charge of the said company much before issuance of the alleged cheques and as such petitioner Nos.1 and 3, for that reason, were not responsible for dishonour of the cheques and the complaint is not tenable against them. It is also submitted on behalf of the Petitioners that for filing complaint, sanction under Section 446(1) of the Companies Act, 1956 ought to have been taken which is not done by the Respondents-complainants and, therefore, entire proceedings stand vitiated. It is also submitted on behalf of the Petitioners that for filing complaint, sanction under Section 446(1) of the Companies Act, 1956 ought to have been taken which is not done by the Respondents-complainants and, therefore, entire proceedings stand vitiated. Faintly, there was also argument about the joint trial of all the complaints filed by different complainants. 7. On the other hand, Advocate Shri. F. R. Tandale for Respondents complainants submitted that paragraph 6 of the complaint contains necessary pleadings. He also submitted that although the company being under liquidation is admitted, exact scope of jurisdiction of the liquidator appointed is not brought on record. Advocate Shri. Tandale also submitted that it is necessary to record evidence regarding responsibility and liability of the petitioners before deciding legality or impropriety of the order issuing process. He also submitted that Section 446 of the Companies Act is not applicable to the criminal proceedings under Section 138 of the Act. Advocate Shri. Tandale supported the finding of the learned Magistrate that joint trial of complaints filed by different complainants is permissible since those complaints arise in the course of same transaction. 8. Separate replies to statutory notice by Advocate of the Respondents were given by petitioner No.1 and 3 on 4.1.2005 which are at pages 21 and 24 of the writ petition. By the replies, it is informed to the Advocate of the Respondents that the petitioners were no more directors or employees of the said Company as per the order of the High Court dated 27.4.2001. It is further stated that by virtue of the said order, the High Court has superseded the Board of Directors and management of the said company and appointed Official Liquidator as provisional liquidator of the company to take possession/charge of the company and its assets and, therefore, petitioner Nos.1 and 3 are not liable for any payment due from the company or for any cheques issued on behalf of the company. The copy of the said High Court order was enclosed to the replies. Petitioner No.2 also on the same day i.e. 4.1.2005 replied to the notice of Advocate of the Respondents, stating that he was no more director of the said company as he had resigned from directorship on 31.1.2002 and thus disowned responsibility or liability for any payment to be made, or cheques issued by the said company. Petitioner No.2 also on the same day i.e. 4.1.2005 replied to the notice of Advocate of the Respondents, stating that he was no more director of the said company as he had resigned from directorship on 31.1.2002 and thus disowned responsibility or liability for any payment to be made, or cheques issued by the said company. Along with reply, petitioner No.2 enclosed the copies of his resignation letter, Form-32 filed with the Registrar of Companies (ROC) and the receipt of the Registrar of Companies. It is submitted on behalf of the Petitioners that these documents were not considered by the revisional court while dismissing revision of the present petitioners against the order of the learned Magistrate, issuing process against them. It is also submitted that the above said replies were not even remotely referred or contradicted in the complaint filed on 10.1.2005 though acknowledgments show that replies were received on 8.1.2005 by the Advocate. 9. The copy of the order of the High Court dated 27.4.2001 passed in Company Application LD No.242 of 2001 in Company Petition No.345 of 2001, is produced in this writ petition at pages 25 to 28. That was an application by Oman International Bank against the accused No.1. By the said order, the learned Single Judge granted leave under Rule 19(3) of the Companies Court Rules, 1959 to take out an application in terms of the draft handed in. The learned Judge observed that having regard to outstanding dues by the company not merely towards the petitioner, but other financial institutions and the other circumstances referred to in earlier part of the said order, a case for appointment of provisional liquidator in respect of the said company was made out. It is further noted in the said order that notice of the said company application was served upon the Respondent i.e. Vishnu Vijay Packagers Ltd. but it did not remain present when the said order was passed. Accordingly, order in terms of prayer clause (a) of the said company application was passed and it was directed that until the Provisional Liquidator takes charge, there shall be an order of injunction in terms of prayer clause (b). 10. It is submitted that prayer clauses (a) and (b) of the said company application which are referred to in the said order are not before this court. 10. It is submitted that prayer clauses (a) and (b) of the said company application which are referred to in the said order are not before this court. However, from above referred order, one thing is clear that there is appointment of the Provisional Liquidator in respect of the company Vishnu Vijay Packagers Ltd. At page 51 of the petition, the petitioners produced the copy of the notice issued by the Official Liquidator, High Court, Bombay, to M/s. Vishnu Vijay Packagers Ltd. (in provisional liquidation) which appears to be dated 09.11.2002. The minutes recorded on 12.11.2002 at the time of taking possession of the said company by the Official Liquidator in terms of the order of the High Court dated 27.4.2001 passed in above referred Company Application No. 242 of 2001 are produced on record. By the said notice, the Official Liquidator informed the said company that he had been appointed as provisional liquidator and had taken over the possession thereof. It is further made clear in the said notice that any one tampering with seal or interfering with the possession of the said premises and its assets in any manner will be dealt with in accordance with law. Thus, it is, therefore, clear that in November, 2002 the Official Liquidator has been appointed as Provisional Liquidator of the said company and there is no dispute regarding the same. 11. At page 52 of the petition, there are minutes recorded on 12.11.2002 at the time of taking possession of said company M/s. Vishnu Vijay Packagers Limited (in provisional liquidation). The minutes record that the premises of the said company at Aurangabad were taken possession of by the officers of the Official Liquidator in presence of police officials, so also representatives of Oman International Bank S.A.O.G., State Bank of India. It appears that one Mr. Bipin Shah was present and initially, he had raised some objection to possession of the company being taken, but subsequently he opened the gate of the company and allowed taking over possession of the said company and its assets. The Minutes produced on record indicates that those are signed by said Bipin Shah. But, none of the petitioners were signatories to the same. The Minutes produced on record indicates that those are signed by said Bipin Shah. But, none of the petitioners were signatories to the same. Thus, it is argued on behalf of the Petitioners before this court that after November, 2002, the Board of Directors of said company was not in charge of the management and affairs of the company and as such the petitioners cannot be held liable for dishonour of the cheques which were issued on 29.9.2004. 12. At page 56 of the petition, there is a copy of agreement arrived at between the management of the said Company and the union of present Respondents-complainant, namely, Panther Power Kamgar Sanghatana. The agreement is a result of discussion between the management of the company and the representatives of the Union held on 2.10.2003 and 3.10.2003. By the agreement, it was agreed that all cheques given on 31.7.2003 to the workers would be returned by them on or before 15.12.2003 and any proceedings or action filed under Section 138 of the Act in respect of the said cheques would be stayed till 15.12.2003. The agreement states that in all 63 workers would be paid compensation of Rs.80,00,000/- in three installments. On behalf of management, though name of petitioner No.1 is mentioned in the said agreement, it is stated that he has not signed the said agreement. However, on behalf of management, three persons Sarvashree V.H. Shah, A.D. Kulkarni and Sanjay Seth appear to have signed the agreement, whereas on behalf of the union, there are signatures of several persons. 13. On behalf of Respondents complainants affidavits-in-reply to the writ petition, so also additional affidavits-in-reply are filed. Along with the affidavit dated 17.12.2009, under list of documents, four documents are produced. Those are, copies of the notice dated 31.7.2003 and letters dated 7.12.2003, 25.2.2004 and 30.6.3004 at Exhibits R-1, R-2, R-3 and R-4 respectively. The notice mentions that from 7.5.2003, as per the order of the High Court, the Official Liquidator has taken over possession of the factory and the same is closed. It is also mentioned therein that although various attempts have been made, the factory could not be restarted and yet for the last three months the workers were paid their salaries without work. It is also mentioned therein that although various attempts have been made, the factory could not be restarted and yet for the last three months the workers were paid their salaries without work. By the said letter, notice was given to all the workers terminating their services and they were informed that cheques of compensation, as also for their salaries for the months of June and July, 2003 were sent on the address of the Union, since personal addresses of the workers were not available with the said company. 14. Exhibit R-2, is a letter dated 7.12.2003 addressed by authorised representative of the said company to the Committee Members of the Union i.e. Panthar Power Kamgar Sanghatana, Aurangabad, stating that as per the discussion held on 7.12.2003 with regard to payment of full and final settlement of claims of 68 members, certain points were mutually agreed which are as under; "1. All the members will be given post dated cheques of an amount unpaid from the total amount of full and final settlement i.e. Rs.80 lakhs for 63 members and on similar basis payment to be made to other 5 members. At the same time all the members will return earlier cheques issued to them vide letter dtd.31/0712003. 2. Starting from 1st December, 2003, all the members will be paid an amount equal to 75% of last drawn wages for three months, on the date of ceasing of employment on 31/07/2003. Such payment of 75% wages will be made on 10th of each month. For example payment of December, 2003, will be made on 10th January, 2004 and likewise. 3. At the time of payment of full and final settlement amount on 25/02/2004, the payment of that current month has to be made in cash also. 4. Till the full and final settlement amount is made to each individual all the above members are permitted to sit peacefully in the premises of Akar Laminators Ltd. (Unit-I), B-73, MIDC, Waluj." 15. At Exhibits R-3 and R-4, are the letters on behalf of the said company to the Members of the Committee of the Union, informing that as per the settlement it was not possible for the company to make payment and, therefore, extension of time was sought. Admittedly, none of these notice and letters at Exhibits R-l to R-4 is signed by any of the present petitioners. 16. Admittedly, none of these notice and letters at Exhibits R-l to R-4 is signed by any of the present petitioners. 16. It is submitted on behalf of the petitioners that for filing complaint against the company, sanction under Section 446(1) of the Companies Act was necessary but no such sanction is obtained by the complainants Respondents. So far as sanction under Section 446(1) of the Companies Act is concerned, the Section lays down that when a winding up order has been made or the Official Liquidator has been appointed as provisional liquidator, no suit or other legal proceedings shall be commenced, or if pending at the date of the winding up order, shall be proceeded with, against the company, except by leave of the [Tribunal] and subject to such terms as the [Tribunal] may impose. 17. Both sides have relied upon certain authorities in support of their submissions. On behalf of petitioners, reliance was placed on unreported judgment of learned Single Judge of this court in Criminal Application No.245 of 1997 [Suresh K. Jasani Vs. Mrinal Dyeing & Manufacturing Co. Ltd. and ors.] decided on 13.2.2007, the copy of which is made available by the learned counsel for the petitioners. It has been observed in the said judgment that, Respondent No. 1 company has been wound up as per the order of Gujarat High Court and, therefore, liquidator was appointed. Record revealed that notice was served on the official liquidator, but nobody appeared on behalf of the official liquidator nor for respondent nos.2 to 8 who were the original accused. Therefore, after hearing the learned Advocate for the revision applicant and learned A.P.P. and referring to Section 446(1) of the Companies Act, the learned Judge held that "other legal proceedings" include proceedings under Section 138 of the Negotiable Instruments Act and that there leave under Section 446(1) of the Companies Act was not obtained before filing those proceedings under Section 138 of the Act. In the circumstances, the revision application was dismissed. 18. Single Judge Bench of this Court in [Firth (India) Steel Co. Ltd. Vs. Ion Exchange Finance Ltd.] AIR 1999 Bombay 75 : [1999(2) ALL MR 351], has discussed various authorities in paragraphs 9 and 10 of the judgment, including the ruling of Division Bench in the case of Orkay Industries Limited Vs. State of Maharashtra [1998(2) Mah.L.J. 910: (1998(3) ALL MR 442: 1998 ALL MR (Cri) 1089)]. Ltd. Vs. Ion Exchange Finance Ltd.] AIR 1999 Bombay 75 : [1999(2) ALL MR 351], has discussed various authorities in paragraphs 9 and 10 of the judgment, including the ruling of Division Bench in the case of Orkay Industries Limited Vs. State of Maharashtra [1998(2) Mah.L.J. 910: (1998(3) ALL MR 442: 1998 ALL MR (Cri) 1089)]. The Court also referred to earlier case of this Court in Uma Investments [1977(47) Com. Cases 242] and held that under Section 446( 1) of the Companies Act, the proceedings under Section 138 of the Negotiable Instruments Act are not covered by the phrase "legal proceedings" or "other legal proceedings". The Court also considered the case of S.V. Kondaskar, AIR 1972 SC 878 and other cases. There is a detail discussion and I am more inclined to follow the ruling of this court in the case of Firth (India) Steel Co. Ltd. and hold that there is no bar under Section 446(1) of the Companies Act in so far as proceedings under Section 138 of the Negotiable Instruments Act are concerned. 19. So far as pleadings are concerned, Section 141 of the Negotiable Instruments Act, lays down that if the person committing an offence under Section 138 is a company, every person who, at the time of the offence was committed, was in charge of, and was responsible to the company for the conduct of the business of the company, as well as the company, shall be deemed to be guilty of the offence and shall be liable to be proceeded against and punished accordingly. 20. Shri. F.R. Tandale, learned Counsel for the Respondents-complainants cited the case of Prafulla Maheshwari Vs. State of Maharashtra, 2008(1) Mh.L.J. 844 : [2008 ALL MR (Cri) 452]. The Court, in paragraphs 5, 6, 7 and 8 discussed the facts of that case and the law on the point. In paragraph 6. reference was made to the judgment of the Supreme Court in the case of S.M.S. Pharmaceuticals Ltd. Vs. Neeta Bhalla, 2005(4) Mh.L.J. (S.C.) 731 : [2005(5) ALL MR (S.C.) 1118] and held that in that matter, the case of resignation was made out and form 32 under the Companies Act was brought on record but there was nothing on record to show that the Registrar under the Companies Act had received it. The demand notice was not replied. Neeta Bhalla, 2005(4) Mh.L.J. (S.C.) 731 : [2005(5) ALL MR (S.C.) 1118] and held that in that matter, the case of resignation was made out and form 32 under the Companies Act was brought on record but there was nothing on record to show that the Registrar under the Companies Act had received it. The demand notice was not replied. So it was observed that there was no effective resignation inasmuch as there was nothing to show that form-32 was actually received by the Registrar of Companies. It is also observed in paragraph 6 that the petitioners did not belong to the category of professionals or experts so as to hold them not liable. Ultimately, in paragraph 8, it is observed that the contention of the petitioners are required to be examined during trial of the complaint filed by Respondent No.2. 21. Relying upon the case of Prafulla [2008 ALL MR (Cri) 452] (supra), it is argued that the documents will have to be produced and proved before the trial court and the question whether there was resignation given by petitioner No.2 cannot be decided in the present petition. However, in this case along with reply to notice and also with this writ petition, letter of resignation, form-32 and acknowledgment by Registrar of Companies were sent and are produced. 22. Another case relied upon by Shri. F. R. Tandale, learned counsel for the respondents is N. Rangachari Vs. Bharat Sanchar Nigam Ltd., 2007(5) Mh.L.J. 375 : [2007 ALL MR (Cri) 1437 (S.C.)]. In paragraph 14 of judgment in the said case, it is observed thus; - "14. A person normally having business or commercial dealings with a company, would satisfy himself about its credit-worthiness and reliability by looking at its promoters and Board of Directors and the nature and extent of its business and its Memorandum or Articles of Association. Other than that, he may not be aware of the arrangements within the company in regard to its management, daily routine, etc., Therefore, when a cheque issued to him by the company is dishonoured, he is expected only to be aware generally of who are incharge of the affairs of the company. Other than that, he may not be aware of the arrangements within the company in regard to its management, daily routine, etc., Therefore, when a cheque issued to him by the company is dishonoured, he is expected only to be aware generally of who are incharge of the affairs of the company. It is not reasonable to expect him to know whether the person who signed the cheque was instructed to do so or whether he has been deprived of his authority to do so when he actually signed the cheque. Those are matters peculiarly within the knowledge of the company and those in-charge of it. So, all that a payee of a cheque that is dishonoured can be expected alleged is that the persons named in the complaint are incharge of its affairs. The Directors are prima facie in that position." 23. On the other hand, Shri. R. B. Muley, learned Counsel for the Petitioners argued that in the case of N. Rangachari [2007 ALL MR (Cri) 1437 (S.C.)] (supra) person initiating the prosecution was by a stranger and was not expected to know the internal affairs of the company and as to who is in actual authority or in-charge of the company or its affairs, but in the present case, all the Respondents were the workers/employees of the company and, therefore, it cannot be said that they were not knowing as to who were the persons in authority or in-charge of the management of the company . Even the resignation by particular Director may be known to the employees, if such director is in actual charge of the daily affairs. Moreover, replies to notice were received by the Advocate of respondents and so it was necessary to aver and demonstrate that petitioners were incharge of management and affairs of the company. 24. Advocate Shri. Muley has further argued that in the present case, there is nothing on record to show that any of the petitioners was party to the agreement with the union or they ever wrote/signed any letter on behalf of the company. None of the documents at Exhibits R-l to R-4 produced with additional reply affidavit, is signed by the petitioners as persons in authority or in-charge of management of the company. It is not mentioned in the agreement or in the affidavitin-reply that the petitioners had taken part in the discussion or negotiations. 25. None of the documents at Exhibits R-l to R-4 produced with additional reply affidavit, is signed by the petitioners as persons in authority or in-charge of management of the company. It is not mentioned in the agreement or in the affidavitin-reply that the petitioners had taken part in the discussion or negotiations. 25. Shri. F. R. Tandale, learned counsel for the Respondents-complainants has also relied upon the case of Mrigendra Vs. State of Maharashtra, 2008(5) Mh.L.J.169 : [2008 ALL MR (Cri) 1838]. In the said case, this court referred to the cases of S.M.S. Pharmaceuticals [2005(5) ALL MR (S.C.) 1118] and N. Rangachari [2007 ALL MR (Cri) 1437 (S.C.)] (supra) and in paragraph 10 referred to the observations of the Supreme Court in the case of S.M.S. Pharmaceuticals Ltd. to the effect that the burden is on the Board of Directors or the Officers in-charge of the affairs of the company to show that they are not liable to be convicted and any restriction on their power or existence of any special circumstance that makes them not liable is something that is peculiarly within their knowledge and it is for them to establish at the trial such a restriction or to show that at the relevant time they were not in-charge of the affairs of the company. Relying on aforesaid judgment, learned counsel for the Respondents submitted that the present petition is liable to be and be dismissed and the petitioners may be required to prove at the trial of the case that they were not in-charge of the affairs of the company. 26. On the other hand, Shri. Muley, learned counsel for the Petitioners has referred to the case of S.M.S. Pharmaceuticals Ltd. Vs. Nita Bhalla, 2005(4) M.L.J. 731. The Apex Court was dealing with the reference made by a two Judge Bench of the Supreme Court of the following three questions. (a) "Whether for purposes of section 141 of the Negotiable Instruments Act, 1881, it is sufficient if the substance of the allegation read as a whole fulfill the requirements of the said section and it is not necessary to specifically state in the complaint that the persons accused was in charge of, or responsible for, the conduct of the business of the company. (b) Whether a director of a company would be deemed to be in-charge of, and responsible to, the company for conduct of the business of the company and, therefore, deemed to be guilty of the offence unless he proves to the contrary. (c) Even if it is held that specific averments are necessary, whether in the absence of such averments the signatory of the cheque and or the Managing Directors or Joint Managing Director who admittedly would be in-charge of the company and responsible to the company for the conduct of its business could be proceeded against." After considering entire law and various provisions, in paragraph 20, following answers were given to the questions under reference. (a) it is necessary to specifically aver in a complaint under Section 141 that at the time the offence was committed, the person accused was in-charge of, and responsible for the conduct of business of the company. This averment is an essential requirement of section 141 and has to be made in a complaint. Without this averment being made in a complaint, the requirement of section 141 cannot be said to be satisfied. (b) The answer to question posed in subpara (b) has to be in negative. Merely being a director of a company is not sufficient to make the person liable under section 141 of the Act. A director in a company cannot be deemed to be in-charge of and responsible to the company for conduct of its business. The requirement of section 141 is that the person sought to be made liable should be in-charge of and responsible for the conduct of the business of the company at the relevant time. This has to be averred as a fact as there is no deemed liability of a director in such cases. (c) The answer to question (c) has to be in affirmative. The question notes that the Managing Director or Joint Managing Director would be admittedly in-charge of the company and responsible to the company conduct of its business. When that is so, holders of such positions in a company become liable under section 141 of the Act. By virtue of the office they hold as Managing Director or Joint Managing Director, these persons are in-charge of and responsible for the conduct of business of the company. Therefore, they get covered under section 141. When that is so, holders of such positions in a company become liable under section 141 of the Act. By virtue of the office they hold as Managing Director or Joint Managing Director, these persons are in-charge of and responsible for the conduct of business of the company. Therefore, they get covered under section 141. So far as signatory of a cheque which is dishonoured is concerned, he is clearly responsible for incriminating act and will be covered under sub-section (2) of section 141. 27. Thus, it is clear from the abovesaid statement of law that there should be averment in the complaint that the person accused was in-charge and responsible for conduct of the business of the company. In the absence of such averment, requirement of Section 141 of the Negotiable Instruments Act cannot be said to have been satisfied. Secondly, every director of the company cannot be deemed to be in-charge and responsible for conduct of business of the company. Requirement of Section 141 is that the person in-charge should be liable for conduct of business of the company at the relevant time. Thus, so far as director is concerned, there is no deemed liability, but the same has to be a verred. Thirdly, so far as the Managing Director or Joint Managing Director is concerned, they are deemed to be in-charge and responsible for company conducting its business. Holders of such position become liable under Section 141 of the Negotiable Instruments Act, by virtue of office which they hold. 28. In the present case, we have already reproduced paragraph 6 of the petition wherein it is mentioned that accused Nos.2 to 5 were jointly and severally liable for payment of debt and also for discharging liability flowing from dishonour of the cheques and that they are also guilty of the offence under the Negotiable Instruments Act. It is argued on behalf of the Petitioners that there is no specific averment that they were in-charge of affairs, management or business of the company. 29. The last limb of argument of learned counsel for the petitioner is that after liquidation, the directors have no powers to interfere with the management of the company and, therefore, they cannot be held liable. Learned counsel drew my attention to Section 450 of the Companies Act which is regarding appointment and powers of the provisional liquidator. 29. The last limb of argument of learned counsel for the petitioner is that after liquidation, the directors have no powers to interfere with the management of the company and, therefore, they cannot be held liable. Learned counsel drew my attention to Section 450 of the Companies Act which is regarding appointment and powers of the provisional liquidator. As per Section 450(1), at any time after the presentation of a winding up petition and before the making of a winding up order, the [Tribunal] may appoint the Official Liquidator to be liquidator provisionally. Subsection (3) of Section 450 speaks that where a provisional liquidator is appointed by the [Tribunal] the [Tribunal] may limit and restrict his powers by the order appointing him or by a subsequent order, but otherwise he shall have the same powers as a liquidator. 30. In the present case, the Respondents-complainants have not come with a case that the powers of the liquidator appointed are limited, nor have they come with any order to that effect nor the order passed on 27th April, 2001 in Company Application No.242 of 2001 which is on record of present petition at page 25, shows that the power of the liquidator appointed was limited or restricted. 31. Section 457 of the Companies Act lays down the powers of the liquidator and it speaks that the liquidator in a winding up by the [Tribunal] shall have power, with the sanction of the [Tribunal] to; "(a) ...................................... (b) to carryon the business of the company so far as may be necessary for the beneficial winding up of the company. (c) to sell the immovable and movable property and actionable claims of the company by pubic auction or private contract, with power to transfer the whole thereof to any person or body corporate, or to sell the same in parcels." 32. Section 456 of the Companies Act is also relevant which speaks about custody of company's property and lays down that where a winding up order has been made or where a provisional liquidator has been appointed, the liquidator [or the provisional liquidator, as the case may be] shall take into his custody or under his control, all the property, effects and actionable claims to which the company is or appears to be entitled. 33. 33. It is argued before this court by Advocate Shri. Muley on behalf of the petitioners that after winding up proceedings and appointment of the provisional Official Liquidator, the directors of the company have no power to deal with the property or assets of the company and for this purpose, reliance is placed by learned Advocate on the case of First National Bank Vs. Om Prakash, AIR 1962 Punjab 433. In that case, it is laid down; "The effect of Section 536(2) of the Companies Act is that the director or any other employee who has disposed of the property of the company becomes liable for all monies of the company expended by him since the commencement of winding up. It is, of course, open to a Court to validate transactions bona fide entered into by the company for its benefit. Directors or other employees who enter into a contract and make payments on behalf of the company during the winding-up proceedings do so at their peril, as, such payments are unauthorised and amount to a wrongful disposal of the property of the company." Referring to Sections 456 and 457 (3), it has been further observed as follows: "Under Ss.456 and 457(3) the company's property, after the appointment of provisional liquidator, has to be in his custody, subject to the control of the Court." I may reproduce paragraph 30 which is as follows; "30. The Directors' powers cannot be exercised once the property and estate of the company come under the custody of the Court. So long as the order of the appointment of the provisional liquidator is operative, the powers of the Directors must remain in abeyance. (Shree Tej Protap Textile Mills Vs. Granaries Ltd., 65 Cal.WN 665). The result, therefore, is that all dispositions of the property of the company made between the date of the presentation of the petition for winding up and the winding up order, unless of course the Court otherwise orders, are void. The Courts, however, allow such dispositions if they have been made honestly and in the ordinary course of the business. (see Sabapathi Rao V s. Sabapathi Press Co. Ltd., AIR 1930 Mad. 1012)." 34. Shri. Muley, learned Advocate for the petitioner also referred to the case of Shree Tej Protap Textile Mills Vs. Granaries Ltd., 1961 Company Cases 610. The Courts, however, allow such dispositions if they have been made honestly and in the ordinary course of the business. (see Sabapathi Rao V s. Sabapathi Press Co. Ltd., AIR 1930 Mad. 1012)." 34. Shri. Muley, learned Advocate for the petitioner also referred to the case of Shree Tej Protap Textile Mills Vs. Granaries Ltd., 1961 Company Cases 610. In the said case, it is laid down that the powers of the directors of a company cannot be exercised' once the company comes under liquidation and its property and assets come under the custody of the Court under the Indian Companies Act, 1913 and must, in any event, be held to remain dormant so long as order of appointment of the provisional liquidator is operative. In the said case, case reported in 37 Bom.L.R. 39, so was also Privy Council cases were referred to. Copy of the judgment in the said case of Shree Tej Protap Textile Mills is taken on record and marked "X" for the purpose of identification. 35. Considering the above said position of law, the documents on record and on appreciating the submissions advanced on behalf of the parties, in my opinion, so far as Petitioners in the present petition are concerned, after appointment of the liquidator, they cannot be held liable. The documents produced by the Respondents also show that the persons other than the present petitioners were liable. 36. In the circumstances, the petition must succeed and the same is, therefore, allowed. The order of issuance of process passed on 21.7.2007 in S.C.C. No.1277 of 2005, by the learned Judicial Magistrate, First Class, (5th Court) Aurangabad, as confirmed by the learned Additional Sessions Judge-I, Aurangabad, oh 11.8.2009 in Criminal Revision No.339 of 2007 is hereby quashed and set aside insofar as the present petitioners are concerned. Petition stands disposed of accordingly. Petition allowed.