JUDGMENT : 1. In all these cases, common orders and complaint case have been challenged, that’s why all these petitions have been heard together with the consent of the parties. 2. Heard Mr. Indraji Sinha, learned counsel appearing for the petitioners in all these cases and Mr. Binit Chandra, learned A.C. to A.A.G.-III for the opposite parties in Cr.M.P. No. 2984 of 2014, Mr. Anup Pawan Topno, learned A.P.P. for the opposite parties in Cr.M.P. No. 275 of 2015 and Ms Sushma Aind, learned A.P.P. for the opposite parties in Cr.M.P. No. 284 of 2015. 3. These petitions have been filed for quashing of the entire criminal proceeding including the order taking cognizance dated 01.06.2010, by which, cognizance for the offence under Section 27(d) of the Drugs and Cosmetics Act has been taken against the petitioners. Further prayer has been made for quashing of the orders dated 27.09.2010, 21.05.2011, 30.07.2013 and 26.09.2013, by which, bailable warrant, nonbailable warrant and processes under Sections 82 and 83 respectively have and its analogous cases been directed to be issued against the petitioners, in connection with C.G. No. 19 of 2010 corresponding to T.R. No. 697 of 2013, pending in the court of learned Judicial Magistrate, Palamau at Daltonganj. 4. The prosecution story as per the complaint filed by the O.P. No. 2 in short is that the petitioner No. 1, which is Manufacturing Company of a drug, namely, Phensedyl New Cough Linctus and have manufactured, distributed and sold at misbranded drug inasmuch it has used the name of Nicholas and triangular logo along with the name of Piramal Healthcare Ltd. and its Gyan Mudra Logo on the pretext of providing additional information. The aforesaid act on the part of the petitioners amounts to misbranding in terms of Section 16(1)(c) of the Drugs and Cosmetics Act, 1940 (hereinafter referred to as the Act). It has been further alleged that the petitioner No.1 has changed the label of Phensedyl New Cough Linctus, which was approved by the Drug Control Office and thereby has violated Rule 104A of the Drugs and Cosmetics Rules, 1945 (hereinafter referred to as the Rules) as no permission of the licensing authority was taken before making such alteration or inscription or mark on the container, label or rapper of the drug. This alteration/ inscription/mark is prohibited in terms of Section 18(a)(vi) of the Act. This alteration/ inscription/mark is prohibited in terms of Section 18(a)(vi) of the Act. In view of the aforesaid facts, it has been alleged that the petitioners have made themselves liable for being prosecuted in terms of Section 27(d) of the Act. 5. Mr. Indrajit Sinha, learned counsel appearing for the petitioners in all these cases submits that the learned Sub-Divisional Judicial Magistrate, Palamau at Daltonganj has been pleased the take cognizance by the order dated 01.06.2010 and the subsequent orders, by which, bailable warrant, non-bailable warrant and processes under Sections 82 and 83 respectively have been directed to be issued against the petitioners are not sustainable in the eyes of law. He submits that in Cr.M.P. No.2984 of 2014, the petitioner No. 1 is a company incorporated under the Companies Act and is, inter alia, engaged in manufacturing of drugs, the petitioner No. 2 the Board of Directors of the company, is being represented by the Manager Legal, who has been duly authorized and the petitioner No. 3 was the Chief Manager, Quality Assurance in M/s Piramal Health Care Ltd. and is now working with Abott Pharmaceuticals Private Ltd. He further submits that the petitioner No. 1 was previously manufacturing the drug in question namely Phensedyl New Cough Linctus in the name of Nicholas Piramal India Ltd. with a triangle logo of and its analogous cases Nicholas. He further submits that the name of company was subsequently changed to M/s Piramal Healthcare Ltd. and the Registrar of Companies, Maharashtra had also issued a fresh certificate of incorporation consequent upon change of name on 13.05.2008, as also Corporate Identity Number on 13.05.2008. He further submits that there was change in the name of the company to Piramal Healthcare Ltd., as intimation was given to the Assistant Drug Controller, Licensing Authority-cum-Controlling Authority, Baddy, Himachal Pradesh, vide letter dated 19.07.2008, which vide letter dated 22.07.2008 approved the change in the name of Nicholas Piramal India Ltd to Piramal Healthcare Ltd. in respect of their drug manufacturing license No. MNB/06/295 and MNB/06/296. He submits that the said letter is annexed as Annexure-4 to the complaint petition. He further submits that there is no violation of Rule 104 (a) of the said Rule and only the company name has been changed. He submits that the said letter is annexed as Annexure-4 to the complaint petition. He further submits that there is no violation of Rule 104 (a) of the said Rule and only the company name has been changed. He further submits that there is no allegation that any other person has changed the logo, since the petitioners are the manufacturer, that’s why the name of the company is changed on the brand. 6. On these grounds learned counsel appearing for the petitioners submits that the entire criminal proceedings are bad in law. He further elaborate his arguments by way of submitting that so far as petitioner Nos. 2 and 3 are concerned, wherein the petitioner No. 2 is the Board of Directors of the company, is being represented by the Manager Legal, and there is no disclosure about the name, who is responsible among the Board of Directors. He furthers submits that petitioner No. 3 was the Chief Manager, Quality Assurance in M/s Piramal Health Care Ltd. and is now working with Abott Pharmaceuticals Private Ltd. and there is no disclosure about him that how he is responsible for the day to day affairs of the company, which is essential requirement, in view of Section 34 of the Drugs and Cosmetics Act. 7. On these grounds, learned counsel appearing for the petitioners submits that the continuation of entire criminal proceedings so far as these petitioners are concerned, are the abuse of the process of law. 8. Learned counsel appearing for the petitioner further submits that the petitioner in Cr.M.P. No. 275 of 2015, is carrying and forwarding agent firm to M/s Piramal Healthcare Ltd. namely Om Shakti Distributors, which is a registered partnership firm under the provisions of the Indian Partnership Act. He further submits that the petitioner in Cr.M.P. No. 284 of 2015 is not the proprietor of M/s Zivon Marketing Pvt. Ltd., rather he is and its analogous cases only the constituted attorney of the said company. 9. Learned counsel appearing for the petitioners submits that all the petitioners are not responsible and the entire criminal proceedings against them may kindly be quashed. 10. On the other hand, learned counsel appearing for the opposite parties submit that there is additional information in the logo, that’s why, the case has been made out and in view of that, the entire criminal proceeding is not fit to be quashed. 11. 10. On the other hand, learned counsel appearing for the opposite parties submit that there is additional information in the logo, that’s why, the case has been made out and in view of that, the entire criminal proceeding is not fit to be quashed. 11. In view of the above submissions of learned counsel appearing for the parties, the court has gone through the materials available on record including the order taking cognizance. It is an admitted fact that in view of Annexure-4 of the complaint petition itself it is stated that the name of Nicholas Piramal India Ltd has been changed to Piramal Healthcare Ltd., thus that is not in dispute that the name of the company has been changed and the same has been allowed by the licensing authority and the same change has also been informed to the Assistant Drug Controller, Licensing Authority-cum-Controlling Authority, Baddy, Himachal Pradesh vide letter dated 19.07.2008, which vide letter dated 22.07.2008 approved the change in the name of Nicholas Piramal India Ltd to Piramal Healthcare Ltd. in respect of their drug manufacturing license No. MNB/06/295 and MNB/06/296. 12. Looking into Rule-104(a) of the said Rule, it is crystal clear that other than the Manufacturer, nobody can change the logo and in the case in hand, it is further an admitted fact that the company is same only the name has been changed. In that view of the matter, the company has come forward with new logo. Thus, Rule 104(a) is not attracted considering that no other person has changed the logo and it is the Manufacturer only, who has changed the same. 13. Even accepting the argument of learned counsel appearing for the State that there is additional information in the logo, that the said company is formerly known as Nicholas Piramal India Ltd. cannot be said that this is a case of misbranding, as there is additional information in addition of the statute. 14. So far as Board of Directors are concerned, in the complaint petition, it has not been disclosed that who are the persons of the Board of Directors, are involved in such mischief. The bald allegations have been made against the Board of Directors and that’s why the Board of Directors are being represented through the Manager Legal of the said company. The bald allegations have been made against the Board of Directors and that’s why the Board of Directors are being represented through the Manager Legal of the said company. and its analogous cases Officer of any company or Government cannot maintain petition in the name of post and the name of the concerned person is required to be disclosed in a case, which is civil or criminal in nature. Reference may be made to the case of Chief Conservator of Forests, Govt. of A.P. Versus Collector & Ors., reported in (2003) 3 SCC 472 , wherein the Hon’ble Supreme Court in pars-12 and 13 held as follows:- “12. It needs to be noted here that a legal entity - a natural person or an artificial person - can sue or be sued in his/its own name in a court of law or a Tribunal. It is not merely a procedural formality but is essentially a matter of substance and considerable significance. That is why there are special provisions in the Constitution and the Code of Civil Procedure as to how the Central Government or the Government of a State may sue or be sued. So also there are special provisions in regard to other juristic persons specifying as to how they can sue or be sued. In giving description of a party it will be useful to remember the distinction between misdescription or misnomer of a party and misjoinder or non-joinder of a party suing or being sued. In the case of misdescription of a party, the court may at any stage of the suit/proceedings permit correction of the cause title so that the party before the court is correctly described; however a misdescription of a party will not be fatal to the maintainability of the suit/proceedings. Though Rule 9 of Order I of C.P.C. mandates that no suit shall be defeated by reason of the misjoinder or non- joinder of parties, it is important to notice that the proviso thereto clarifies that nothing in that Rule shall apply to non-joinder of a necessary party. Therefore, care must be taken to ensure that the necessary party is before the court, be it a plaintiff or a defendant, otherwise, the suit or the proceedings will have to fail. Therefore, care must be taken to ensure that the necessary party is before the court, be it a plaintiff or a defendant, otherwise, the suit or the proceedings will have to fail. Rule 10 of Order I C.P.C. provides remedy when a suit is filed in the name of wrong plaintiff and empowers the court to strike out any party improperly joined or to implead a necessary party at any stage of the proceedings. 13. The question that needs to be addressed is, whether the Chief Conservator of Forest as the petitioner/appellant in the writ petition/appeal 'is a mere misdescription for the and its analogous cases State of Andhra Pradesh or whether it is a case of non-joinder of the State of Andhra Pradesh - a necessary party. In a lis dealing with the property of a State, there can be no dispute that the State is the necessary party and should be impleaded as provided in Article 300 of the Constitution and Section 79 of C.P.C., viz., in the name of the State/Union of India, as the case may be, lest the suit will be bad for non-joinder of the necessary party. Every post in the hierarchy of the posts in the Government set-up, from the lowest to the highest, is not recognised as a juristic person nor can the State be treated as represented when a suit/proceeding is in the name of such offices/posts or the officers holding such posts, therefore, in the absence of the State in the array of parties, the cause will be defeated for non-joinder of a necessary party to the lis, in any court or Tribunal. We make it clear that this a principle does not apply to a case where an official of the Government acts as a statutory authority and sues or pursues further proceeding in its name because in that event, it will not be a suit or proceeding for or on behalf of a State/Union of India but by the statutory authority as such.” 15. Further what role played by the petitioner No. 3 is not disclosed in the complaint petition and in view of Section 34 of the said Act, the person, who is in-charge of the company can only be prosecuted. There is no averment that petitioner No. 3 was looking into the day to day affairs of the company. Further what role played by the petitioner No. 3 is not disclosed in the complaint petition and in view of Section 34 of the said Act, the person, who is in-charge of the company can only be prosecuted. There is no averment that petitioner No. 3 was looking into the day to day affairs of the company. Reference may further be made to the case of S.M.S. Pharmaceuticals Ltd. versus. Neeta Bhalla & Anr., reported in (2005) 8 SCC 89 . Paragraph nos. 8, 9 and 19 of the said judgment are quoted hereinbelow:- “8. The officers responsible for conducting the 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. The word “director” is defined in Section 2(13) of the Companies Act, and its analogous cases 1956 as under: “2. (13) ‘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 the powers of the 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 depends upon the roles 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 the 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 the day-to-day functions of the 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 the day-to-day functions of the company. These are matters which form part of resolutions of the 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 the 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 authorised to issue cheques under their signatures with respect to affairs of their respective departments. Will it be possible to and its analogous cases 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. 9. The position of a managing director or a joint managing director in a company may be different. 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. 9. The position of a managing director or a joint managing director in a company may be different. These persons, as the designation of their office suggests, are in charge of a company and are responsible for the conduct of the business of the company. In order to escape liability such persons may have to bring their case within the proviso to Section 141(1), that is, they will have to prove that when the offence was committed they had no knowledge of the offence or that they exercised all due diligence to prevent the commission of the offence. 19. In view of the above discussion, our answers to the questions posed in the reference are as under: (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 and its analogous cases made in a complaint, the requirements of Section 141 cannot be said to be satisfied. (b) The answer to the question posed in subpara (b) has to be in the 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 the 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 the 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 for the conduct of its business. (c) The answer to Question (c) has to be in the 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 for the 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. So far as the signatory of a cheque which is dishonoured is concerned, he is clearly responsible for the incriminating act and will be covered under sub-section (2) of Section 141.” 16. Further it is found that there are allegations against the other accused Nos. 7 and 8, who are petitioners in Cr.M.P. Nos. 275 of 2015 and 284 of 2015 respectively, who are the CNF Agent and Wholesellers of Nicholas Piramal India Limited, though the name was changed to Piramal Healthcare Pvt. Ltd. However, in the complaint, there is no disclosure about any allegation with regard to these petitioners. For internal communication they were using the name of the company in short. It is for internal communication and it was not used for public at large. 17. In view of the above facts, reasons and analysis, the court comes to the conclusion that to allow to continue the proceedings against the petitioners, will amount to abuse of the process of the law. Accordingly, the entire criminal proceeding including the order taking and its analogous cases cognizance dated 01.06.2010, by which, cognizance for the offence under Section 27(d) of the Drugs and Cosmetics Act has been taken against the petitioners, are hereby, quashed so far as these petitioners are concerned. 18. Since the entire criminal proceeding including the order taking cognizance are quashed, the subsequent orders dated 27.09.2010, 21.05.2011, 30.07.2013 and 26.09.2013, by which, bailable warrant, nonbailable warrant and processes under Sections 82 and 83 respectively have been directed to be issued against the petitioners, in connection with C.G. No. 19 of 2010 corresponding to T.R. No. 697 of 2013, pending in the court of learned Judicial Magistrate, Palamau at Daltonganj, are also, quashed. 19. In view of the above, all the petitions are allowed and disposed of. 19. In view of the above, all the petitions are allowed and disposed of. Pending I.A., if any, stands disposed of.