JUDGMENT Rajiv Sharma, J. Present petition has been filed for quashing the complaint in case No.522-1/06 pending in the Court of Judicial Magistrate 1st Class, Sundernagar. 2. “Key facts” necessary for the adjudication of this petition are that Labour Inspector, Sundernagar filed complaint No.522-1/06 under sections 13 and 18 of the Minimum Wages Act, 1948 and under section 4 of the Labour Laws (Exemption from Furnishing Returns and Maintaining Register by Certain Establishment) Act, 1988 read with rules 23, 24, 25 and 28 of the H.P. Minimum Wages Rules, 1978. The complaint was presented in the court of Judicial Magistrate 1st Class, Sundernagar on 24.11.2006. Accused were ordered to be summoned for 15.12.2006. Bailable warrants were issued in the sum of ` 3,000/-with one surety by the Judicial Magistrate on 20.4.2007 for procuring the presence of accused Nos.1 and 2. On 10.8.2007, accused Nos.1 and 2 were ordered to be served by way of non-bailable warrants for 26.10.2007. Thereafter, various orders were passed and on 23.2.2010, accused Nos.1 and 2 were again ordered to be served through non-bailable warrants for 29.3.2010. On 20.4.2010, accused Nos.1 and 2 were ordered to be called by non-bailable warrants. Judicial Magistrate 1Class on 17.6.2010 passed the following order: “NBW issued against accused Nos. 1 and 2 received back unexecuted. Now, I am satisfied that accused Nos. 1 and 2 are evading service of this court intentionally and willfully-they could not serve through ordinary process of law. Therefore, accused Nos. 1 and 2 be served through proclamation u/s 82 Cr.P.C. as under: 1. A copy of proclamation be affixed on notice board of this Court on dated 24.6.2010. 2. A copy of proclamation be affixed on some conspicuous place at the vicinity of accused resided on dated 12.7.2010. 3. A copy of proclamation be affixed on the residence of accused resided on dated 12.7.2010. 4. Final report shall be furnished on dated 16.8.2010.” 3. On 16.8.2010, Judicial Magistrate 1st Class passed the following orders: “Ld. Counsel for the accused No. 3 filed an application seeking exemption of accused No. 3 on the ground that he has been transferred to Haryana in connection with his duties. Application is considered and allowed for the reasons stated therein. Accused No. 3 is exempted through his counsel Sh. Gaurav Tiwari Adv. Till further orders. Proclamation which was issued by this court against accused Nos. Application is considered and allowed for the reasons stated therein. Accused No. 3 is exempted through his counsel Sh. Gaurav Tiwari Adv. Till further orders. Proclamation which was issued by this court against accused Nos. 1 and 2 not issued by the Criminal Ahlmad Reasons stated by the Criminal Ahalmad that he could not issue the proclamation inadvertently. Reasons seems not to be sound. Let, his explanation be called why he failed to issue the proclamation as ordered by this court. His Reply must reach in this Court within 2 days and it would be taken on administrative side. Let fresh proclamation be issued against accused Nos. 1 and 2 as under: 1. A copy of proclamation be affixed on notice board of this Court on dated 23.8.2010. 2. A copy of proclamation be affixed on some conspicuous place at the vicinity of accused resided on dated 10.9.2010. 3. A copy of proclamation be affixed on the residence of accused resided on dated 10.9.2010. Final report shall be furnished on dated 18.10.2010.” 4. Accused Nos.1 and 2 were ordered to be called through non-bailable warrants on 10.11.2010. Warrants of arrest were issued against accused No.1 on 28.4.2011. On 18.6.2011, Judicial Magistrate 1st Class, issued fresh proclamation against accused Nos.1 and 2 in compliance to order dated 16.8.2010. According to the petitioners, Dr. Diwan Rahul Nanda is neither the Managing Director nor he was responsible for day-to-day affairs and general administration of the company. He has also averred in the petition that the company is having 4 zonal offices, 12 regional offices and 42 branch offices in India. Dr. Diwan Rahul Nanda is the Chairman of the Group. Two Security Guards were provided in St. Mary’s High School, Sundernagar through Manish Yadan, Manager of the company. The branch of the company at Chandigarh has been in direct control and supervision of the school. The Branch Head, Manager and Area Officer were looking after the affairs of the establishment. The Branch Head had been responsible for the statutory compliances of the staff at the school. 5. Mr. K.D. Sood, learned Senior Advocate has vehemently argued that there is no averment in the complaint that accused Nos.1 and 2 were in charge and were responsible to the company and conduct of the business of the company. The Branch Head had been responsible for the statutory compliances of the staff at the school. 5. Mr. K.D. Sood, learned Senior Advocate has vehemently argued that there is no averment in the complaint that accused Nos.1 and 2 were in charge and were responsible to the company and conduct of the business of the company. He has also argued that accused Nos.1 and 2 have never attributed or neglected and committed any offence under the Act. According to him, the Branch Head was responsible for providing security guards to St. Mary’s School, Sundernagar. 6. Mr. M.A. Khan, learned Additional Advocate General has argued that accused Nos.1 and 2 were responsible and have rightly been summoned by the trial court. 7. I have heard the learned counsel for the parties and have gone through the pleadings carefully. 8. The complaint is at page 14 of the paper book. There is no averment in the complaint that accused Nos.1 and 2 were in charge and were responsible to the company in the conduct of business of the company. In the complaint a specific allegation was required to be made to this effect, as provided under section 22 –C (1) of the Act. There is also no averment in the complaint that violation of the Act has been committed with the consent or connivance of, or is attributable to any neglect on the part of accused Nos.1 and 2. However, fact of the matter is that without complying with the basic requirement of section 22-C by the complainant, accused Nos. 1 and 2 have been ordered to be summoned initially by way of bailable warrants and thereafter by non-bailable warrants for procuring their presence. When the presence of accused Nos. 1 and 2 could not be procured, proclamation has also been ordered, as noticed above. In proclamation order, status of Dr. Diwan Rahul Nanda has been shown as Managing Director though he is Chairman. 9. Their Lordships of the Hon’ble Supreme Court in State of Haryana vs. Brij Lal Mittal and others, (1998) 5 SCC 343 have held that the vicarious liability of a person for being prosecuted for an offence committed under the Act by a company arises if at the material time he was in charge of and was also responsible to the company for the conduct of its business. Simply because a person is a director of the company it does not necessarily mean that he fulfills both the above requirements so as to make him liable. Their Lordships have held as under: “8. Nonetheless, we find that the impugned judgment of the High Court has got to be upheld for an altogether different reason. Admittedly, the three respondents were being prosecuted as directors of the manufacturers with the aid of Section 34 (1) of the Act which reads as under : "OFFENCES BY COMPANIES: (1) Where an offence under this Act has been committed by 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 subsection 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." It is thus seen that the vicarious liability of a person for being prosecuted for an offence committed under the Act by a company arises if at the material time he was in-charge of and was also responsible to the company for the conduct of its business. Simply because a person is a director of the company it does not necessarily mean that he fulfills both the above requirements so as to make him liable. Conversely, without being a director a person can be in-charge of and responsible to the company for the conduct of its business. From the complaint in question we, however, find that except a bald statement that the respondents were directors of the manufacturers, there is no other allegation to indicate, even prima facie, that they were in-charge of the company and also responsible to the company for the conduct of its business.” 10. From the complaint in question we, however, find that except a bald statement that the respondents were directors of the manufacturers, there is no other allegation to indicate, even prima facie, that they were in-charge of the company and also responsible to the company for the conduct of its business.” 10. Their Lordships of the Hon’ble Supreme Court in S.M.S. Pharmaceuticals Ltd. vs. Neeta Bhalla and another, (2005) 8 SCC 89 while interpreting section 141 of the Negotiable Instruments Act, 1881 have held that only persons who can be said to be connected with the commission of a crime at the relevant time have been subjected to action and the relevant provisions of the Companies Act show that there is nothing which suggests that simply by being a director in a company, one is supposed to discharge particular functions on behalf of a company. The role of a director in company is a question of fact depending on the peculiar facts in each case and there is no universal rule that a director of a company is in charge of its every day affairs. There is no magic as such in a particular word, be it director, manager or secretary. Their Lordships have further held that merely being a director of a company is not sufficient to make the person liable under section 141. 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. Their Lordships have held as under: “8. The officers responsible for conducting affairs of companies are generally referred to as Directors, Managers, Secretaries, Managing Directors etc. What is required to be considered is: is it sufficient to simply state in a complaint that a particular person was a director of the Company at the time the offence was committed and nothing more is required to be said? For this, it may be worthwhile to notice the role of a director in a company. What is required to be considered is: is it sufficient to simply state in a complaint that a particular person was a director of the Company at the time the offence was committed and nothing more is required to be said? For this, it may be worthwhile to notice the role of a director in a company. The word 'director' is defined in Section 2 (13) of the Companies Act, 1956 as under: "director" includes any person occupying the position of director, by whatever name called"; There is a whole chapter in the Companies Act on directors, which is Chapter II. Sections 291 to 293 refer to powers of Board of Directors. A perusal of these provisions shows that what a Board of Directors is empowered to do in relation to a particular company depend upon the role and functions assigned to Directors as per the Memorandum and Articles of Association of the company. There is nothing which suggests that simply by being a director in a Company, one is supposed to discharge particular functions on behalf of a company. It happens that a person may be a director in a company but he may not know anything about day-to-day functioning of the company. As a director he may be attending meetings of the Board of Directors of the Company where usually they decide policy matters and guide the course of business of a company. It may be that a Board of Directors may appoint sub-committees consisting of one or two directors out of the Board of the Company who may be made responsible for day-to-day functions of the Company. These are matters which form part of resolutions of Board of Directors of a Company. Nothing is oral. What emerges from this is that the role of a director in a company is a question of fact depending on the peculiar facts in each case. There is no universal rule that a director of a company is in charge of its everyday affairs. We have discussed about the position of a Director in a company in order to illustrate the point that there is no magic as such in a particular word, be it Director, Manager or Secretary. It all depends upon respective roles assigned to the officers in a company. We have discussed about the position of a Director in a company in order to illustrate the point that there is no magic as such in a particular word, be it Director, Manager or Secretary. It all depends upon respective roles assigned to the officers in a company. A company may have Managers or Secretaries for different departments, which means, it may have more than one Manager or Secretary. These officers may also be authorized to issue cheques under their signatures with respect to affairs of their respective departments. Will it be possible to prosecute a Secretary of Department-B regarding a cheque issued by the Secretary of Department-A which is dishonoured? The Secretary of Department-B may not be knowing anything about issuance of the cheque in question. Therefore, mere use of a particular designation of an officer without more, may not be enough by way of an averment in a complaint. When the requirement in Section 141, which extends the liability to officers of a company, is that such a person should be in charge of and responsible to the company for conduct of business of the company, how can a person be subjected to liability of criminal prosecution without it being averred in the complaint that he satisfies those requirements ? Not every person connected with a Company is made liable under Section 141. Liability is cast on persons who may have something to do with the transaction complained of. A person who is in charge of and responsible for conduct of business of a Company would naturally know why the cheque in question was issued and why it got dishonoured. 10. While analyzing Section 141 of the Act, it will be seen that it operates in cases where an offence under Section 138 is committed by a company. The key words which occur in the Section are "every person". These are general words and take every person connected with a company within their sweep. 10. While analyzing Section 141 of the Act, it will be seen that it operates in cases where an offence under Section 138 is committed by a company. The key words which occur in the Section are "every person". These are general words and take every person connected with a company within their sweep. Therefore, these words have been rightly qualified by use of the words "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 etc." What is required is that the persons who are sought to be made criminally liable under Section 141 should be at the time the offence was committed, in charge of and responsible to the company for the conduct of the business of the company. Every person connected with the company shall not fall within the ambit of the provision. It is only those persons who were in charge of and responsible for conduct of business of the company at the time of commission of an offence, who will be liable for criminal action. It follows from this that if a director of a Company who was not in charge of and was not responsible for the conduct of the business of the company at the relevant time, will not be liable under the provision. The liability arises from being in charge of and responsible for conduct of business of the company at the relevant time when the offence was committed and not on the basis of merely holding a designation or office in a company. Conversely, a person not holding any office or designation in a Company may be liable if he satisfies the main requirement of being in charge of and responsible for conduct of business of a Company at the relevant time. Liability depends on the role one plays in the affairs of a Company and not on designation or status. If being a Director or Manager or Secretary was enough to cast criminal liability, the Section would have said so. Instead of "every person" the section would have said "every Director, Manager or Secretary in a Company is liable'….etc. Liability depends on the role one plays in the affairs of a Company and not on designation or status. If being a Director or Manager or Secretary was enough to cast criminal liability, the Section would have said so. Instead of "every person" the section would have said "every Director, Manager or Secretary in a Company is liable'….etc. The legislature is aware that it is a case of criminal liability which means serious consequences so far as the person sought to be made liable is concerned. Therefore, only persons who can be said to be connected with the commission of a crime at the relevant time have been subjected to action. 19. (b) The answer to question posed in sub-Para (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.” 11. In the instant case also there is no averment at all in the complaint that accused Nos. 1 and 2 were in charge and responsible to the company in the conduct of the business of the company. 12. Their Lordships of the Hon’ble Supreme Court in Sabitha Ramamurthy and another vs. R.B.S. Channabasavaradhya, (2006) 10 SCC 581 have held that what is required is a clear statement of fact to enable the court to arrive at a prima facie opinion that the accused are vicariously liable for the offence by the company. Their Lordships have held as under: “7. A bare perusal of the complaint petitions demonstrates that the statutory requirements contained in Section 141 of the Negotiable Instruments Act had not been complied with. It may be true that it is not necessary for the complainant to specifically reproduce the wordings of the section but what is required is a clear statement of fact so as to enable the court to arrive at a prima facie opinion that the accused are vicariously liable. It may be true that it is not necessary for the complainant to specifically reproduce the wordings of the section but what is required is a clear statement of fact so as to enable the court to arrive at a prima facie opinion that the accused are vicariously liable. Section 141 raises a legal fiction. By reason of the said provision, a person although is not personally liable for commission of such an offence would be vicariously liable therefor. Such vicarious liability can be inferred so far as a company registered or incorporated under the Companies Act, 1956 is concerned only if the requisite statements, which are required to be averred in the complaint petition, are made so as to make the accused therein vicariously liable for the offence committed by the company. Before a person can be made vicariously liable, strict compliance of the statutory requirements would be insisted. Not only the averments made in paragraph 7 of the complaint petitions does not meet the said statutory requirements, the sworn statement of the witness made by the son of Respondent herein, does not contain any statement that Appellants were in charge of the business of the company. In a case where the court is required to issue summons which would put the accused to some sort of harassment, the court should insist strict compliance of the statutory requirements. In terms of Section 200 of the Code of Criminal procedure, the complainant is bound to make statements on oath as to how the offence has been committed and how the accused persons are responsible therefor. In the event, ultimately, the prosecution is found to be frivolous or otherwise mala fide, the court may direct registration of case against the complainant for mala fide prosecution of the accused. The accused would also be entitled to file a suit for damages. The relevant provisions of the Code of Criminal Procedure are required to be construed from the aforementioned point of view.” 13. Their Lordships of the Hon’ble Supreme Court in Green Earth Asphalt and Power Private Limited vs. State of Maharashtra through PSO and others, (2008) 8 SCC 278 have held that only those partners can be arrayed as accused who come within the purview of section 141, i.e. those who at the time of commission of offence were in charge of, and were responsible for conduct of business. Their Lordships have held as under: “3. The High Court in its judgment opined that in terms of Section 141 of the Negotiable Instruments Act only those partners of a Firm can be proceeded, who were in-charge of the affairs of the Company and responsible to it. No exception can be taken to the aforesaid proposition of law. No exception can also be taken to the observations of the High Court that every partner of the Firm cannot automatically be roped in. But then the High Court despite the aforesaid observations has quashed the entire criminal proceeding, inter alia, on the premise that no averment in terms of Section 141 of the Negotiable Instruments Act has been made in the complaint petition.” 14. Their Lordships of the Hon’ble Supreme Court in R. Kalyani vs. Janak C. Mehta and others, (2009) 1 SCC 516 have held that when the vicarious criminal liability is fastened on a person on the premise 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. Their Lordships have held as under: “32. Allegations contained in the FIR are for commission of offences under a general statute. A vicarious liability can be fastened only by reason of a provision of a statute and not otherwise. For the said purpose, a legal fiction has to be created. Even under a special statute when the vicarious criminal liability is fastened on a person on the premise 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. A legal fiction must be confined to the object and purport for which it has been created.” 15. Learned Single Judge of Patna High Court in Bakridan Bibi and others vs. The State of Bihar, 1973 Cr.L.J. 1328 while interpreting section 29 of the Payment of Bonus Act, 1965 has held that merely by giving the names of the partners of a firm in the complaint does not warrant initiation of criminal proceedings against them for violation of the provisions of Payment of Bonus Act. It must allege that a certain partner was the managing partner or Manager or entrusted with the business of the firm and was responsible to the firm for the conduct of the business. It must allege that a certain partner was the managing partner or Manager or entrusted with the business of the firm and was responsible to the firm for the conduct of the business. Learned Single Judge has held as under: “3. Learned Counsel appearing on behalf of the petitioners has assailed the orders of the Magistrate taking cognizance against them on the ground that the com-1 plaints do not disclose the essential elements that any of the petitioners was in-charge of the Company and they were made responsible to act under Sections 28 (a) and 29 of the Act. He drew my attention to the provision contained under Section 29 () of the Act which reads as under: “29 (a) If the person committing an 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 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 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. He also referred to Section 10 (1) of the Essential Commodities Act 1955 (Act X of 1950) which is in Pari materia with the provision contained under Section 29 of the Act. He submitted that unless those facts making the petitioners responsible are specifically alleged in the complaint no cognizance could have been taken. In order to substantiate his contention he relied upon a judgment of this Court in Chhangi Ram Agarwalla v. State of Bihar (1970) Pat LJR 234. In that case also, learned Counsel urged, M. P. Verma. J.. was dealing with the case of partners of a firm vis-a-vis Section 10 (1) of the Essential Commodities Act. In order to substantiate his contention he relied upon a judgment of this Court in Chhangi Ram Agarwalla v. State of Bihar (1970) Pat LJR 234. In that case also, learned Counsel urged, M. P. Verma. J.. was dealing with the case of partners of a firm vis-a-vis Section 10 (1) of the Essential Commodities Act. Therein his Lordship observed that by merely giving the names of the partners of the firm, a criminal proceeding for the violation of the provisions of the Essential Commodities Act or the Prevention of Food Adulteration Act cannot proceed: the complainant must show that a certain partner was the managing partner or manager or entrusted with the business of the firm and was responsible to the firm for the conduct of business: if that description is missing from the complaint then all the partners cannot be proceeded against for any such violation of the Rules. His Lordship, in the absence of those materials in the complaint, quashed the order taking cognizance. 4. In my opinion, the submission of the learned Counsel of the petitioners is well founded. The impugned order in the various cases cannot be sustained. In the result, all the seven applications are allowed and the orders passed by the Magistrate taking cognizance against the petitioners and consequent order or orders passed on the said cognizance are quashed.” 16. Similarly, Division Bench of Andhra Pradesh High Court in V.B. Sivalingam Chettiar, Managing Director Abirami Cotton Mills Ltd. Sullurpet vs. State represented by the Labour Officer, Nellore 1986 (II) Labour Law Journal, 104 while interpreting sections 26, 28 and 29 of the Payment of Bonus Act, 1965 has held that it was incumbent on the complainant to allege that the person against whom the complaint was lodged was in charge of and was responsible for the company for the conduct of the business. If that allegation is there in the complaint, later on it is a matter of proof whether that allegation is correct or not. But even without an allegation that the person was in charge of and was responsible for the conduct of the business of the company, the complaint cannot be maintained. These are all criminal proceedings and every technical violation should go in favour of the accused. Division Bench has held as under: “9. There is yet another aspect which requires consideration. I have gone through the complaint. These are all criminal proceedings and every technical violation should go in favour of the accused. Division Bench has held as under: “9. There is yet another aspect which requires consideration. I have gone through the complaint. Under S. 29 in addition to the Company every person who at the time the offence was committed in charge of and was responsible to the Company was for the conduct of business of the Company can be prosecuted. It is therefore incumbent upon the complainant to allege that the person against whom the complaint was lodged was in charge of and was responsible for the Company for the conduct of the business. If that allegation is there in the complaint, later on it is a matter of proof whether that allegation is correct or not. But even without an allegation that the person was in charge of and was responsible for the conduct of business of the Company the complaint cannot be maintained. These are all criminal proceedings and every technical violation should go in favour of the accused. I am unable to accept the contention of the learned Public Prosecutor that this is a matter which has to be considered at the time of trial having regard to the evidence to be adduced. That is so, if an allegation is there to that effect in the complaint. But without there being a foundation and without there being a pleading, there cannot be a proof. In the case of offences by companies in order to fasten a liability to the Director, it must be clearly alleged in the Complaint that the said person was in charge of and was responsible for the conduct of the business. This omission on the part of the prosecution is fatal to the case.” 17. Learned Single Judge of Madras High Court in N. Doraisamy and another vs. M/s Archana Enterprises, 1995 Cri. L.J. 2306 has held that under section 141 of the Negotiable Instruments Act, the person in charge of and responsible to company for conduct of its business can alone be prosecuted. Learned Single Judge has held as under: “8. Learned Single Judge of Madras High Court in N. Doraisamy and another vs. M/s Archana Enterprises, 1995 Cri. L.J. 2306 has held that under section 141 of the Negotiable Instruments Act, the person in charge of and responsible to company for conduct of its business can alone be prosecuted. Learned Single Judge has held as under: “8. As such, the purport of the aforesaid decision of the Supreme Court is not what Padmini Jesudurai, J. has stated in K. Krishna Pai's case (1991 Mad LW (Cri) 513) (supra) which was followed by Pratap Singh, J., in S. Krishnamoorthy's case (1994 Mad LJ (Cri) 147), (supra). Sub-section (1) of Section 141 of NI Act, makes the Company as well as the person in charge of and responsible to the Company for the conduct of the business of the Company, liable to punishment. Sub-section (2) thereof fastens the officers enumerated therein with liability, if it is proved that such an officer has either consented to or with whose connivance of, or is attributable to, any neglect the offence has been committed. The liability envisaged in subsection (1) of that section on the person so in charge of and responsible to the Company for the conduct of its business he is directly responsible for the offence. He can escape from his liability only if he proves that the offence was committed without his knowledge or that he had exercised all due diligence to prevent the commission of such an offence. 11. In view of the clear exposition of law, the law stands settled that the prosecution proceedings against the persons-in-charge of and responsible to the company for the conduct of its business, or, the persons, with whose consent or connivance, of or an act attributable to, or due to any neglect on their part, the offence had been committed, are maintainable irrespective of whether the company is prosecuted or not. Thus, the decisions of the two learned Judges of this Court in K. Krishna Bai's case (1991 Mad LW (Cri) 513), and S. Krishnamoorthy's case (1994 Mad LJ (Cri) 147) (supra), in my opinion, cannot be regarded as laying down the correct proposition of law, in the light of the Supreme Court's decision in Sheoratan Agarwal's case , (supra). Both the points are thus answered.” 18. Both the points are thus answered.” 18. Learned Single Judge of Andhra Pradesh High Court in Secunderabad Health Care Ltd. and others vs. Secunderabad Hospitals Pvt. Ltd. and others, 1999 Vol. 96 Company Cases 106 has held that the requirement in law is that there must be clear, unambiguous and specific allegations against the persons who are impleaded as accused that they were in charge of and responsible to the company in the conduct of its business at the material time when the offence was committed by the company. Learned Single Judge has held as under: “From an analysis of the judicial opinion, what emerges is that every Director of the company is not automatically vicariously liable for the offence committed by the company. Only such Director or Directors who were incharge and responsible to the company for the conduct of the business of the company at the material time when the offence was committed by the company alone shall be deemed to be guilty of the offence and shall be liable to be proceeded against and punished accordingly. It is not as if every Director and the Board of Directors can be said to be responsible to the company for the conduct of its business. It is not as if every Director participates in day today management of the affairs of the company. It is needless to reiterate that only such Directors who were incharge and were responsible for the conduct of the company's business alone shall be deemed to be guilty of the offence under Section 138 of the Act. The person incharge and responsible to the company for the conduct of the business of the company need not be a Director. He can be an officer of the company or a Manager or the Secretary as the case may be. But he is authorised to be incharge for the conduct of the business of the company. The persons responsible for the conduct of the business and incharge of the business of the company need not necessarily be a Director. Therefore, what is required for holding 'a person vicariously liable for the offence committed by a company, is the actual role played by such person in the management and conduct of the business of the company. The persons responsible for the conduct of the business and incharge of the business of the company need not necessarily be a Director. Therefore, what is required for holding 'a person vicariously liable for the offence committed by a company, is the actual role played by such person in the management and conduct of the business of the company. All such persons who are responsible in the management of the business of the company and incharge of its business at the material time when the offence was committed by the company shall be deemed to be guilty of the offence. The requirement in law is that there must be clear, unambiguous and specific allegations against the persons who are impleaded as accused that they were incharge of and responsible to the company in the conduct of its business at the material time when the offence was committed by the company. It cannot be left to the wild imagination of the complainant. There must be specific accusation against each of the persons impleaded that such person was incharge of and responsible for the conduct of the business of the company at the relevant time when the offence was committed by the company. True, it is not necessary to disclose the evidence as to on what basis such an assertion is made by the complainant. It may be a matter of evidence and proof” 19. Their Lordships of the Hon’ble Supreme Court in Mannalal Chamaria and Another vs. State of West Bengal and Anr., JT 2014 (4) SC 157 have again reiterated that there being no specific allegation in complaints filed that accused were in charge of and responsible for the conduct of the business of the company at the relevant time, complaint deserve s to be dismissed. Their Lordships have held as under: “8. We have been taken through both the complaints by learned counsel for the appellants and find that there is no allegation worth the name against any of the appellants in either of the complaints. Insofar as the first complaint is concerned, the appellants were not even made parties and therefore there is no question of any allegations being made against them in that complaint. Insofar as the first complaint is concerned, the appellants were not even made parties and therefore there is no question of any allegations being made against them in that complaint. As far as the second complaint is concerned, the only allegation made is to be found in paragraph 6 thereof which reads as follows:- “That in this context your petitioner refers to the provisions of Section 141 of the Negotiable Instrument Act, where it has been specifically stated that if the offender is the company then the 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, other Directors, Manager, Secretary or other officers of the company shall be guilty of the offence, unless the persons referred to above prove otherwise, as per the saving clause of the said section. In section 5 of the Companies Act, also made those officers responsible for crime committed by the company.” 9. The law on the subject is now very well-settled by a series of decisions rendered by this Court and it is not necessary to repeat the views expressed time and again. Suffice it to say, that the law has once again been stated in A.K.Singhania vs. Gujarat State Fertilizer Company Ltd.[1] to the effect that it is necessary for a complainant to state in the complaint that the person accused was in charge of and responsible for the conduct of the business of the company. Although, no particular form for making such an allegation is prescribed, and it may not be necessary to reproduce the language of Section 138 of the Negotiable Instruments Act, 1881, but a reading of the complaint should show that the substance of the accusation discloses that the accused person was in charge of and responsible for the conduct of the business of the company at the relevant time. From the averment made in the complaint, which is reproduced above, it can safely be said that there is no specific or even a general allegation made against the appellants. 10. Under these circumstances, the complaint against theappellants deserves dismissal. A contrary view taken by the High Court cannot be accepted. Accordingly, the appeals are allowed and the order passed by the High Court is set aside.” 20. In the complaint there is no whisper that accused Nos. 10. Under these circumstances, the complaint against theappellants deserves dismissal. A contrary view taken by the High Court cannot be accepted. Accordingly, the appeals are allowed and the order passed by the High Court is set aside.” 20. In the complaint there is no whisper that accused Nos. 1 and 2 are involved in the day-to-day affairs of the company. It cannot be left to the imagination of the complainant. Every person, who is liable, there has to be specific accusation against him, though it is not necessary to disclose the evidence at that stage. Dr. Diwan Rahul Nanda is the Chairman and not the Managing Director of the company, as averred in the petition. Sh. Ramesh Iyer is the Managing Director of the company. 21. Accordingly, in view of the analysis and discussion made hereinabove, the petition is allowed. The complaint, as filed and other proceedings, pending in the court of Judicial Magistrate 1st Class, Sundernagar in case No. 522-1/2006 are quashed. Pending application(s), if any, also stands disposed of.