JUDGMENT

O. CHINNAPPA REDDY, J. :—Special Leave granted.

2. A complaint was laid by the State of Madhya Pradesh through the Inspector, Food and Civil Supplies, Dewas against the two petitioners Sheoratan Agarwal and Raghunandanlal Chaturvedi, the Managing Director and the Production Manager of M/s 5-S Limited, a Public Limited. Company with its registered office at Calcutta, for alleged violations of clauses 2(c)(i) and 3 of the Madhya Pradesh Pulses, Edible Oil Seeds and Edible Oil Dealers Licensing Order, 1977 and clause 3 of the Madhya Pradesh Essential Commodities (Price Exhibition and Price Control) Order, 1977 read with Ss. 3 and 7 of the Essential Commodities Act. The petitioners moved the High Court of Madhya Pradesh under Ss. 397 and 482 of the Criminal P. C. to quash the proceedings against them on the ground that they could not, in law, be prosecuted unless the Company itself was prosecuted. The High Court overruled the contention raised on behalf of the petitioners. Hence these two appeals by Special Leave, under Art. 136 of the Constitution.

3. Shri S. T. Desai, learned counsel for the petitioners, urged the same contention before us, relying for that purpose upon the language of S. 10 of the Essential Commodities Act, and the decision of this Court in State of Madras v. C. V. Parekh AIR 1971 SC 447 and the decisions of some High Courts : State of Gujarat v. Chandulal Jethalal (1980) 21 Guj LR 353 Mirji Brothers Oil Mill v. State, of Karnataka, (1980) 2 Kant LJ 35, Santi Kumar Agarwala v. State ILR (1975) Cut 86.

4. We do not think that the language of S. 10 of the Essential Commodities Act justified the submission made on behalf of the petitioners that if it is alleged that the person contravening the Order made under the Essential Commodities Act is a Company, the prosecution of the Directors, the Officers, and servants of the Company or other persons is precluded unless the Company itself is prosecuted. We are afraid the submission made on behalf of the petitioners proceeds upon a misunderstanding of the decision of this Court in State of Madras v. C. V. Parekh. (supra). So do the various other decisions of High Courts cited before us.

5. Section 10 of the Essential Commodities Act is as follows:-

"(1) If the person contravening an order made under Sec. 3 is a company, every person who, at the time the contravention was committed, was in charge of, and was responsible to, the company, shall be deemed to be guilty of the contravention 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 contravention took place without his knowledge or that he exercised all due diligence to prevent such contravention.

(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 the part of, any director, manager, secretary or other officer of the company such director, manager, secretary or other officer shall also be deemed to be guilty of that offence and shall be liable to be proceeded against and punished accordingly.

Explanation :- For the purpose of this section, -

(a) "company" means any body corporate and includes a firm or other association of individuals; and

(b) "director" in relation to a firm means a partner in the firm."

The section appears to our mind to be plain enough. If the contravention of the order made under S. 3 is by a Company, the persons who may be held guilty and punished are (1) the Company itself (2) every person who, at the time the contravention was committed, was in charge of, and was responsible to, the Company for the conduct of the business of the Company whom for short we shall describe as the person-in-charge of the Company, and (3) any director, manager, secretary or other of