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Karnataka High Court · body

2010 DIGILAW 534 (KAR)

Sri Rajesh Adani v. Assistant Labour Commissioner

2010-04-13

ASHOK B.HINCHIGERI

body2010
ORDER Ashok B. Hinchigeri, J: The petitioners have sought the quashing of entire proceedings in C.C.No.884/2008 on the file of J.M.F.C II Court, Hubli. The facts of the case in brief are that Adani Enterprises Ltd. Is a Private Limited Company, registered under the provisions of the Companies Act, 1956. The petitioner No.1 is its Managing Director and petitioner No.2 is its Manager - Administration and Human Relations. The Assistant Labour Commissioner, Dharwad Division, Hubli (A.L.C for short) filed a complaint with the Magistrate against the petitioners for the offences punishable under Section 18 of Minimum Wages Act, 1948 and 29-b, 29(5) of Karnataka Minimum Wages Rules, 1958. The sum and substance of the complaint is that the attendance, overtime and wage registers are not produced at the time of investigation. The annual reports for the years 2004, 2005 and 2006 are not displayed. Despite the receipt of notice on the petitioners, they did not comply with the requirements of law. The Magistrate, by his order, dated 17.7.2008 took the cognizance of the offence against the petitioners and issued the summons. This order was challenged by way of revision before the I Addl. Sessions Judge, Hubli in Crl.R.P.No.18/2009. The Sessions Judge, by his order dated 15.12.2009 dismissed the said petition. 2. Sri Ravi Naik, the learned Senior Counsel appearing for Sri Murthy D. Naik for the petitioners submits that the complaint filed with the Magistrate is in respect of the Company's Branch Office in Ankola Thaluk. However, the complaint is filed with the Magistrate's Court in Hubli. He submits, with reference to the Section 177 of Cr.P.C., that every offence shall ordinarily be enquired into and tried by a Court within whose local jurisdiction it was committed. As the offence was allegedly committed in Ankola Thaluk, the complaint ought not to have been filed in Hubli, so contends Sri Naik. 3. The learned Senior Counsel has also relied on this Court's decision in the case of N.R.Narayana Murthy Vs. Kannada Rakshana Vakeelara Vedike, reported in ILR 2007 Kar 3589. The relevant paragraph in the said judgment is extracted hereinbelow: "10. According to Section 177 of Cr.P.C. every offence shall ordinarily be enquired into and tried by a Court within whose local jurisdiction it was committed. Admittedly, the alleged incident occurred at Infosys Campus at Mysore. The II-Addl. Kannada Rakshana Vakeelara Vedike, reported in ILR 2007 Kar 3589. The relevant paragraph in the said judgment is extracted hereinbelow: "10. According to Section 177 of Cr.P.C. every offence shall ordinarily be enquired into and tried by a Court within whose local jurisdiction it was committed. Admittedly, the alleged incident occurred at Infosys Campus at Mysore. The II-Addl. Chief Metropolitan Magistrate at Bangalore had no territorial jurisdiction to try the alleged offence. According to Sec. 201(a) of Cr. P.C. if a complaint is made to a Magistrate who is not competent to take cognizance of the offence, he should. return complaint for presentation to the proper Court with an endorsement to that effect. But, in the instant case, the learned Magistrate, without application of mind to the facts and circumstances of the case, has taken cognizance. Following the decisions applicable to defamation cases. On that score alone the proceedings initiated against the petitioner in PCR No 7710/2007(C C No 12359/2007) are liable to be quashed." 4. The learned Senior Counsel brings to my notice the Apex Court's judgment in the case of Rajendra Ramachandra Kavalekar Vs. State of Maharashtra and Another, reported in 2009 AIR SCW 1379. The relevant paragraph of the said judgment is extracted hereinbelow: "13. The territorial jurisdiction of a Court with regard to criminal offence would decided on the basis of place of occurrence of the incident and not on the basis of where the complaint was filed and the mere fact that FIR was registered in a particular State is not the sole criterion to decide that no cause of action has arisen even partly within the territorial limits of jurisdiction of another Court. The venue of enquiry or trial is primarily to be determined by the averments contained in the Complaint or charge-sheet. Section 177 of Criminal Procedure Code provides that every offence shall ordinarily be inquired into and tried by a Court within whose local jurisdiction it was committed. Reference can be made to the observations by this Court in Asit Bhattacharjee Vs. Hanuman Prasad Ojha and Ors. (2007) 5 SCC 786 ." 5. Sri Ravi Naik complains of the violation of provisions contained in Section 202 of the Code of Criminal Procedure. Reference can be made to the observations by this Court in Asit Bhattacharjee Vs. Hanuman Prasad Ojha and Ors. (2007) 5 SCC 786 ." 5. Sri Ravi Naik complains of the violation of provisions contained in Section 202 of the Code of Criminal Procedure. Under Section 202 of Cr.P.C., it is incumbent upon the Magistrate to postpone the issue of process against the accused and either inquire into the case himself or direct an investigation to be made by the Police Officer or by such other person as he thinks fit for the purpose of deciding whether or not there is no sufficient ground for proceeding, if the accused is residing at a place over which the Magistrate has no jurisdiction. In the instant case, no such enquiry has preceded the issuance of process is the grievance of the petitioners. The learned Senior Counsel sought to draw the support from the Apex Court's judgment in the case of K T. Joseph Vs. State of Kerala and another, reported in (2009) 15 SCC 199 . 6. He relies upon the Hon'ble Supreme Court's judgment in the case of Maksud Saiyed Vs. State of Gujarat and Others, reported in (2008) 5 SCC 668 for advancing his contention that summoning of accused in a criminal case is a serious matter. In the said case, it is held that criminal law cannot be set into motion as a matter of course. The Magistrate has to carefully scrutinise the evidence brought on record and may even himself put questions to the complainant and his witnesses to elicit answers to find out the truthfulness of the allegations or otherwise and then examine if any offence is prima fade committed by all or any of the accused. What is thus emphasised is the application of mind on the part of the Mag1strate. 7. The petitioners also have the grievance over not arraigning the Company as an accused party alongside the petitioners. Their further grievance is over the complaint not containing any averments that the petitioners are in charge of the Company or responsible to the Company for its day-to-day affairs. In this regard, the learned Senior Counsel brings to my notice the provisions contained in Section 22-C of the Minimum Wages Act, 1948, which read as follows: . Their further grievance is over the complaint not containing any averments that the petitioners are in charge of the Company or responsible to the Company for its day-to-day affairs. In this regard, the learned Senior Counsel brings to my notice the provisions contained in Section 22-C of the Minimum Wages Act, 1948, which read as follows: . "22-C. Offences by companies.-(1) If the person committing any offence under this Act is a company, every person who at the time 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: Provided that nothing contained in this sub-section shall render any such person liable to any punishment provided in this Act if he proves that the offence was committed without his knowledge or that he exercised all due diligence to prevent the commission of such offence. (2) Notwithstanding anything contained in sub-section (1), where an offence under this Act has been committed by a company and it is proved that the offence has been committed with the consent or connivance of, or is attributable to any neglect on that part of, any director, manager, secretary or other officer of the company, such director, manager, secretary or other officer of the company shall also be deemed to be guilty of that offence and shall be liable to be proceeded against and punished accordingly." 8. Sri Ravi Naik refers to Calcutta High Court decision in a case, which fell for its consideration under the Minimum Wages Act, 1948 only Maya Chandra and Others Vs. The Inspector, Minimum Wages Office and Others, reported in 1979 Cri.L.J. 534. It was held therein that if the Firm is not made a party and if the complaint does not contain the averments as to the responsibility of the accused persons, prosecution on the basis of such a complaint is illegal. The relevant paragraph is extracted hereinbelow: "6. In view of what I have stated above, I agree with Mr. Banerjee that the prosecution is bad, first, for not making firm a party accused in the present case and further for want of an averment in the petition of complaint as to the respective responsibility of the petitioners vis-a-vis the Co. The relevant paragraph is extracted hereinbelow: "6. In view of what I have stated above, I agree with Mr. Banerjee that the prosecution is bad, first, for not making firm a party accused in the present case and further for want of an averment in the petition of complaint as to the respective responsibility of the petitioners vis-a-vis the Co. Secondly, that as the petitioners had maintained registers according to the Shops and Establishments Act, 1963 and the Rules thereunder those registers would suffice for the requirements of the Minimum Wages Act and Rules and, therefore, they would not be liable for prosecution under the Minimum Wages Act or its Rules; for the Act cannot contemplate (maintenance of separate registers in spite of the fact that a set of registers under another Act provide the same information as required under the Minimum Wages Act and thirdly that the notice issued on the petitioners prior to the prosecution does not conform to the requirements of R.26-B sub-r.(2) and as such present proceeding against the petitioners cannot go on." 9. To buttress his submission that, simply because a person is a Manager or Manager in a Company, he does not vicariously become liable for the offence committed by the Company, he has relied on the Apex Court's judgment in the case of State of Haryana Vs. Brij Lal Mittal and Others, reported in (1998) 5 SCC 343 . 10. Sri A.R.Patil, the learned Addl. S.P.P submits that the petitioners were given adequate opportunities to submit the particulars and the documents to the A.L.C. Only on their failure to furnish the same, the A.L.C was constrained to file the complaint with the Magistrate. As the officer has jurisdiction over four districts, it is open to the officer to file it with any Court within his (the A.L.C.'s) jurisdiction. Alternatively, he submits that as the officer has jurisdiction over four districts, if the complaints are filed against different parties in different places, attending to them would cause administrative inconvenience. He submits that the place, from where the notice is issued demanding the submission of the documents, also gives the A.L.C. the cause of action to file the complaint. 11. He also submits that not arraigning the Company or not mentioning the responsibilities of the petitioners in the complaint are at the most curable defects. They can be cured at any stage. 11. He also submits that not arraigning the Company or not mentioning the responsibilities of the petitioners in the complaint are at the most curable defects. They can be cured at any stage. In support of his submissions, he relies on the decision of the High Court of Judicature, Madras, in the case of B.K.Madhavan, Bank of Thanjavur Ltd. Vs. State Rep.by The Labour Enforcement Officer (Central), reported in 1989 I L.L.J. 149. The relevant paragraph of the said judgment is extracted hereinbelow: "10. The final contention that the Bank also is a necessary party to the prosecution, cannot be brushed aside. However, the present prosecution need not fail merely because the Bank also is not prosecuted along with the petitioner. It is not denied that the petitioner is the Chairman and Chief Executive Officer of the Bank and is, therefore, responsible for the affairs of the Bank. The bank also is a necessary party to the criminal prosecution...." 12. Sri Patil submits that under Rule 29-B of the Karnataka Minimum Wages Act, 1958, the petitioners are obliged to produce the registers and records as demanded by the A.L.C. during the course of inspection of the establishment. Despite the issuance and receipt of the notice, the petitioners have not come forward to produce the registers and records. It is their continuing default, which has entailed in the filing of the complaint by the Assistant Labour Commissioner. ' 13. In the course of rejoinder, Sri Murthy Naik, the learned Counsel for the petitioners submits that the place where an offence has been committed plays an important role; the law presupposes that all offences are local. Section 177 of Cr.P.C determines the jurisdiction of a Court trying the matter. The Court ordinarily will have jurisdiction only where the offence has been committed. In support of his submissions, he cited the Apex Court judgment in the case of M/s. Harman Electronics (P) Ltd & Another Vs. M/s. National Panasonic India Ltd., reported in 2009 AIR SCW 410. 14. Nextly Sri Murthy Naik brings to my notice the Apex Court judgment in the case of R.Kalyani Vs. In support of his submissions, he cited the Apex Court judgment in the case of M/s. Harman Electronics (P) Ltd & Another Vs. M/s. National Panasonic India Ltd., reported in 2009 AIR SCW 410. 14. Nextly Sri Murthy Naik brings to my notice the Apex Court judgment in the case of R.Kalyani Vs. Janak C. Mehta and Others, reported in 2009 AIR SCW 1836, wherein it is held that even under special statute when the vicarious liability is fastened on a person on the presumption that he was in charge of the affairs of the Company and responsible to it, all the ingredients laid down under the statute must be fulfilled. He has also relied on the said judgment for another proposition too - Company must be made an accused. The relevant paragraph of the said judgment is extracted hereinbelow: "27. If a person, thus, has to be proceeded with as being variously liable for the acts of the company, the company must be made an accused. In any event, it would be a fair thing to do so, as legal fiction is raised both against the Company as well as the person responsible for the acts of the Company." 15. The following questions fall for my consideration: i) For an offence alleged to have taken place within the territorial jurisdiction of the Ankola Magistrate, whether the complaint can be filed with the Magistrate's Court, Hubli? ii) When the accused persons are residing beyond the territorial jurisdiction of the Magistrate, Hubli, is it open to the Hubli Magistrate to issue the process without holding the enquiry as to whether or not there is sufficient ground for proceeding against petitioners? . iii) Whether the complaint as against the Directors or Officers of the Company can be entertained when the Company itself is not made the accused? iv) Whether the complaint has to contain the averments regarding the role and responsibility of its Directors and/or Officials of the Company? 16. In Re-Question No.1: The submission urged on behalf of the respondent that as his jurisdiction is spread over four districts, the complaint can be filed with the Court in any of the four Districts or with the Court within whose jurisdiction his office is situated, does not commend itself to me. 16. In Re-Question No.1: The submission urged on behalf of the respondent that as his jurisdiction is spread over four districts, the complaint can be filed with the Court in any of the four Districts or with the Court within whose jurisdiction his office is situated, does not commend itself to me. Section 177 of Cr.P.C. unequivocally states that every offence shall be inquired into and tried by a Court within whose local jurisdiction it was committed. In the instant case, the alleged violations of the provisions of Minimum Wages Act, 1948 have taken place at Belikeri in Ankola Taluk. The allied submission urged on behalf of the respondent that since the notice is issued from the A.L.C from Hubli, the complaint can be filed in Hubli is equally untenable. In the case of M/s. Harman Electronics (P) Ltd., (supra), the Hon'ble Supreme Court has this to say in para 25 of its judgment: "25. We cannot, as things stand today, be oblivious of the fact that a banking institution holding several cheques signed by the same borrower cannot only present the cheque for its encashment at four different places but also may serve notices from four different places so as to enable it to file four complaint cases at four different places. This only causes grave harassment to the accused, it is, therefore, necessary in a case of this nature to strike a balance between the right of the complainant and the right of an accused vis-a-vis the provisions of the Code of Criminal Procedure." 17. The Hon'ble Supreme Court in Rejendra's case (supra) has taken the considered view that the territorial jurisdiction of a Court with reference to the criminal offence would be decided on the basis of place of occurrence of the incident and not on the basis of where the complaint was filed. 18. As the alleged offence has taken place in Ankola Thaluk, the proceedings before the Hubli Court are without jurisdiction. The very filing of the complaint by the A.L.C. with the Hubli Magistrate is bad in law. Hence this question is answered in the negative holding that the complaint has to be filed only with the Court, which has territorial jurisdiction over Belikeri in Ankola Thaluk. 19. The very filing of the complaint by the A.L.C. with the Hubli Magistrate is bad in law. Hence this question is answered in the negative holding that the complaint has to be filed only with the Court, which has territorial jurisdiction over Belikeri in Ankola Thaluk. 19. In Re-Question No.2: The clause that the Magistrate "shall, in a case where the accused is residing at a place beyond the area in which he exercises his jurisdiction" postpone the issue of process against the accused and hold the enquiry or direct the investigation for the purpose of deciding whether or not there is sufficient ground for proceeding, is inserted by Cr.P.C (Amendment) Act, 2005 (Act 25 of 2005). It has come into force with effect from 23.6.2006 vide notification dated 21.6.2006. This legislative provision came to be made as false complaints were being filed against the persons residing in far off places, simply to harass them. This provision makes it obligatory for the Magistrate to hold the enquiry or direct the investigation for 'satisfying himself that there is sufficient ground for proceeding against the accused, who resides beyond the Magistrate's jurisdiction. 20. In the instant case, the territorial jurisdiction of the Magistrate, with whom the complaint is filed, is confined only to Hubli, but the accused are residing in Ankola Thaluk. Therefore, the Magistrate's order issuing the process without holding the mandatory enquiry or directing the investigation, is unacceptable. Thus question No.2 is answered accordingly. 21. In Re-Question No.3: To answer question No.3 and 4 it is desirable to refer to some of the decisions delivered by the Courts while considering the cases under Section 141 of the Negotiable Instruments Act, 1881 (N.I. Act for short). The provisions contained in Section 22-C of the Minimum Wages Act, 1948 are akin to the provisions found in Section 141 of the N.I. Act. 22. The Hon'ble Supreme Court in the case of N.K.Wahi Vs. Shekh Singh and Others, reported in AIR 2007 SC 1454 has held in para 7 of its judgment as follows: "This provision clearly shows that so far as the companies are concerned if any offence is committed by it, then every person who is a Director or employee of the Company is not liable. Shekh Singh and Others, reported in AIR 2007 SC 1454 has held in para 7 of its judgment as follows: "This provision clearly shows that so far as the companies are concerned if any offence is committed by it, then every person who is a Director or employee of the Company is not liable. Only such persons would be held liable if at any time when offence is committed, he was incharge and was responsible to the Company for the conduct of the business of the Company as well as the Company. Merely being a Director of the Company in the absence of above factors will not make him liable." 23. In the case of R.Kalyani (supra), the Apex Court has taken the view that the Company must be made an accused. The Calcutta High Court in the case of Maya Chandra (supra) held that the prosecution was illegal, as the Firm was not made a party. The said case fell for consideration under the Minimum Wages Act, 1948. 24. In the instant case, for the reasons best known to the A.L.C. , the Company is not made a party. On this ground too, the complaint is liable to be quashed. 25. In Re-Question No.4: I am now engaged with the last question. In the case of N.K. Wahi (supra) it is held that to launch the prosecution against a Director, there must be a specific allegation in the complaint as to the part played by him in the transaction. As held by the Apex Court in the case of S.M.S. Pharmaceuticals Ltd., Vs. Neeta Bhalla and Another, reported in AIR 2005 SC 3512 , a clear case has to be spelt out in the complaint against the persons sought to be made liable. It is also profitable to refer to the Hon'ble Supreme Court's decision in the case of Saroja Kumar Patta Vs. State (N.C.T). of Delhi and another, reported in AIR 2007 SC 912 , wherein it is held that only those persons who can be connected with the commission of offences at the relevant time can be subjected to prosecution. 26. In the case of V.G. Sreeram and etc. V. Smt. lndumati Vs. State (N.C.T). of Delhi and another, reported in AIR 2007 SC 912 , wherein it is held that only those persons who can be connected with the commission of offences at the relevant time can be subjected to prosecution. 26. In the case of V.G. Sreeram and etc. V. Smt. lndumati Vs. Chandachal and Others, reported in 2007 Cri.L.J. 3809, the Supreme Court has held that if the complaint is bereft of the details of specific roles assigned to each of the Directors of the Company, then the complaint as against them is liable to be dismissed. 27. On the perusal of the aforesaid decisions, it becomes trite that the making of the averment to satisfy the requirement of Section 141 of N.I.Act is imperative for attracting the harsh provisions of constructive/vicarious liability. 28. However the position is different in the case of the Director of the Company. In the case of N.Rangachari Vs. Bharath Sanchar Nigam Limited, reported in 2007 Cri.L.J., 2448, the Apex Court held that the Directors of a company are prima facie in the position of managing the affairs of the Company. The complaint as against the Director of a Company without making specific averments regarding his roles and responsibilities is therefore still maintainable. However, the same cannot be said of the Officers of the Company. If the Officers of the Company are to be made the accused persons, then the complaint has to disclose their roles and responsibilities in the Company and particularly in committing the offences. 29. It is worthwhile to refer to the Hon'ble Supreme Court's judgment in the case of K.K.Ahuja Vs. V.K. Vora and Another reported in III (2009) BC 676 (SC) wherein it is held that to be vicariously liable under Section 141(1) of the N.I. Act, a person should fulfil the legal requirement for being a person in law responsible to the company for the conduct of business of the Company and the 'factual requirement' of being a person in charge of the business of the company. For making a person liable under Section 141(2), mechanical repetition of requirements under Section 141(1) will be of no consequence. The relevant paragraphs of the said judgment are extracted hereinbelow: "11. For making a person liable under Section 141(2), mechanical repetition of requirements under Section 141(1) will be of no consequence. The relevant paragraphs of the said judgment are extracted hereinbelow: "11. The criminal liability for the offence by a company under Section 138, is fastened vicariously on the persons referred to in sub-section (1) of Section 141 by virtue of a legal fiction. Penal statues are to be construed strictly. Penal statutes providing constructive vicarious liability should be construed much more strictly. When conditions are prescribed for extending such constructive criminal liability to others, Courts will insist upon strict literal compliance. There is no question of inferential or implied compliance. Therefore, a specific averment complying with the requirements of Section 141 is imperative. As pointed out in K. Srikanth Singh V. North East Securities Ltd., VII (2007) SLT 384=111 (2007) DLT (Cri) 730 (SC) = IV (2007) BC 376 (SC)=111 (2007) CCR 264(SC)= 2007 (12)SCC 788 , the mere fact that at some point of time, an officer of a company had played some role in the financial affairs of the company, will not be sufficient to attract the constructive liability under Section 141 of the Act. 12. Sub-section (2) of Section 141 provides that a Director, Manager, Secretary or other officer, though not in charge of the conduct of the'business of the company will be liable if the offence had been committed with his consent or connivance or if the offence was a result of any negligence on his part. The liability of persons mentioned in sub-section (2) is not on account of any legal fiction but on account of the specific part played consent and connivance or negligence. If a person is to be made liable under sub-section (2) of Section 141, then it is necessary to aver consent and connivance, or negligence of his part." 30. The preponderance of judicial view is also reflected in the decision of Allahabad High Court in the case of Bhahma Devi Vs. State of U.P. and another reported in 1 (2009) BC 543, wherein it is held that the complaint against the Managing Director is maintainable but not against other Directors where specific averments are lacking. The relevant paragraph of the said judgment is extracted hereinbelow: "15. A look at the complaint would reveal that the complainant has not assigned any role to accused Nos. The relevant paragraph of the said judgment is extracted hereinbelow: "15. A look at the complaint would reveal that the complainant has not assigned any role to accused Nos. 5 to 9 namely Shri Madan Mohan Gulathi, Shri Prem Gulathi, Shri Dinesh Gulathi, Shri Chitranjan Gulathi and Smt. Brahma Devi. Only this much is visible from the complaint that they were the Directors of the Company at the time when the cheque was issued. Merely because they were the Directors in the Company, they cannot be deemed to be guilty under the N.I.Act and proceeded against unless it is averred in the complaint that at the relevant time they, were incharge of and were responsible to the company for the conduct of its business and because there is no such averment in the complaint about this fact against these accused persons, hence, they cannot be deemed to be guilty and cannot be proceeded against. My view is fortified by KP.G.Nair Vs. Jindal Menthol India Ltd., (supra) and State of Haryana Vs. Rij Lal Mittal, IV (1998) SLT 796= II (1998) CCR 246 (SC) = (1998) 5 SCC 343 . 31. Simply because a person is a Director of a company, it does not necessarily mean that he becomes liable to be prosecuted. Conversely, without being a Director, a person can be incharge of and can be responsible to the company for the conduct of its business. 32. The Hon'ble Supreme Court reiterating the position in Rangachari (supra) in the subsequent case in National Small Industries Corpn. Ltd. Vs. Harmeet Singh Paintal, reported in (2010) 3 SCC 330 has held that for passing the criminal liability there is no presumption that every Director knows about the transaction. Vicarious liability on the part of the person must be pleaded and proved and not inferred. There should be necessary averment in the complaint as to how and in what manner the accused was guilty of consent and connivance or negligence and therefore, responsible under Section 141(2) of the N.I. Act. However, if the accused is a Managing Director or a Joint Managing Director then it is not necessary to make specific averment in the complaint and by virtue of their position they are liable to be proceeded against. 33. In the case of Sreeram Construction Vs. However, if the accused is a Managing Director or a Joint Managing Director then it is not necessary to make specific averment in the complaint and by virtue of their position they are liable to be proceeded against. 33. In the case of Sreeram Construction Vs. Sk.S. Ali, reported in (1993) 2 CHN 380, the Calcutta High Court while examining the complaint filed under the Minimum Wages Act, 1948 held that the cognizance is wrongly taken and quashed the proceedings as there was no whisper in, the complaint as to how the partners were responsible to the company for the conduct of its business or in what way they were responsible to it; the failure to do so is fatal to prosecution. It is not averred in the complaint that the petitioner No.2 has anything to deal with personally in the discharge of his either statutory or official duty. One of the paramount duties of higher judiciary is to see that a person who is apparently innocent is not subjected to the ordeal of trial on the basis of an untenable complaint. 34. Viewed in the background of the case-law to which the references are made hereinabove, the complaint averments are to be scrutinised. There are no averments whatsoever against the petitioners regarding their roles and responsibilities. As the 1st petitioner is the Managing Director, he is prima facie in charge of the affairs of the Company. Therefore, the complaint as against him cannot be quashed on the ground of there being no specific averments against him. However, the petitioner No.2 is only a Manager. The petitioner No.2 cannot be prosecuted, merely on holding the Manager's post in the Company. In the absence of any averment, the complaint is not entertainable as against the petitioner No.2. In the result, I answer question No.4 partly in the affirmative and partly in the negative by holding that complaint is entertainable as against the petitioner No.1, as he is the Managing Director of the Company but not entertain able as against the petitioner No: 2, as he is the Manager of the Company and as there are no specific averment in respect of him. 35. In the result, I allow this petition and quash the entire proceedings in C.C.No. 884/2008. It is made clear that no opinion is expressed on the merits of the case. 35. In the result, I allow this petition and quash the entire proceedings in C.C.No. 884/2008. It is made clear that no opinion is expressed on the merits of the case. My examination is confined to the four specific question formulated hereinabove and answered thereto. Liberty is reserved to the A.L.C (Assistant Labour Commissioner) to file a duly constituted complaint with the proper Court. 36. This petition is disposed off accordingly. No order as to costs.