ORDER H.G. Ramesh, J. 1. Proceedings had been initiated against the petitioners before the trial court under S.14(1) & (9) of the Drugs (Price Control) Order r/w S. 3(2)(c) punishable under S. 7 of the Essential Commodities Act on the ground that as against the gazette notification, the price of the tablet was notified as Rs. 17/- i.e., excess of Rs. 2.32 was printed on the cover of a strip of ten tablets. Of course, notice has been issued by the prosecuting authority viz., Drugs Controller and also the excess amount gained by the company has been recovered. 2. According to the petitioners' counsel, when the amount has been reimbursed/recovered and paid to the Drugs Controller/authority, then there ends the matter and question of proceeding further against the petitioners would be abuse of process and against the undertaking given by them not to proceed further. Thus, learned Sr. Counsel Mr. Ravi B. Nayak has sought for quashing the initiation of criminal action by issuing process and also registering the complaint. 3. It is also the submission that accused are the Company, Managing Director and other Directors. Unless it is demonstrated that all the accused are responsible in the conduct and managing the affairs of the company, normally the Company and the Managing Director would be held responsible. In that view of the matter, action initiated against all the accused at least to the extent of Board of Directors i.e., but for their presence in the Meetings, the responsibility of conducting business is not there, is not proper and accordingly, prays for quashing the proceedings. 4. Heard the Addl. SPP on the issue. 5. It is his submission, despite recovery of excess amount which was collected by misquoting the price, there is no bar to initiate prosecution and proceed further. In reply, petitioners' counsel submits, there is a delay of more than three years and as per S. 468, Cr.P.C., the case has to be closed. This is a disputed aspect which has to be thrashed out. The 2nd accused - Managing Director who was managing the affairs of the Company is said to be no more after the prosecution is launched. On 21.7.2012, the 2nd accused is reported to be dead (annexure K - Death Certificate). As such, case against the 2nd accused cannot be proceeded as is submitted. 6. The 2nd accused - Managing Director who was managing the affairs of the Company is said to be no more after the prosecution is launched. On 21.7.2012, the 2nd accused is reported to be dead (annexure K - Death Certificate). As such, case against the 2nd accused cannot be proceeded as is submitted. 6. Now the admitted fact is, misquoting of the price as against the gazette notification thereby there is excess quoting of price by Rs. 2.32 for a strip of ten tablets thereby there is unjust enrichment. The prosecuting authority by issuing notice, ordered to pay the amount to the authority. That has been done as a matter of compliance. But mere recovery of the amount is no compliance and it does not bar further initiation of prosecution against the petitioners since it is a settled principle that unless it is demonstrated all the accused are responsible for managing and conducting the affairs of the company, they cannot be proceeded against and the proceedings against the other Directors has to be held to be unnecessary. 7. What remains now is only the Company. As long as the company is registered, it is an independent entity and it has to be held responsible for all the acts of its agents. Here is a case where it is admitted that there is misquoting of the price and the excess amount collected has been reimbursed. S. 7(1)(a)(ii) of the Essential Commodities Act provides for penalty as well as punishment. Question of punishing the company does not arise as it is an artificial person. In this case, an illegality is committed by the Company through its agents in misquoting the price thereby, there is unjust enrichment. 8. In the circumstances, since it is almost conceded though not on the quantum of penalty to be proposed to be imposed, there may not be any impediment to conclude the case by imposing a penalty of Rs. 5 lakhs on the company to be paid within three months. The 1st petitioner Company to pay fine of Rs. 5 lakhs within three months for the offence (which is proved) under S. 14(1) & (9) of the Drugs (Price Control) Order r/w S. 7(1)(a)(ii) of the Essential Commodities Act The prosecution as against other Directors is concerned is held to be non est. Ordered accordingly. 9. Petition is allowed in part.