( 1 ) WE have before us a Rule taken out by two past directors of a company, now in liquidation, who are being prosecuted on charges under Sections 406, 467 and 477a, read with Section 120b of the Penal Code and a further application subsequently made by the same two persons. The application of which notice has been given to the opposite parties was directed to be heard along with the Rule.

( 2 ) BOTH by the application on which the Rule was issued and the subsequent application, the Petitioners have prayed that the criminal proceeding pending against them be quashed. The ground urged by them in the Rule is that in the absence of a prior direction judicially given by the Court under Section 237 (1) of the Companies Act, the prosecution launched against them by the liquidator is 'ab inito' void. In the application they contend that the liquidator having taken action under Section 235 of the Companies Act in regard to the self-same matter, the criminal prosecution is no longer maintainable. The questions have arisen to the following way.

( 3 ) THE first Petitioner, Dr. Sailendra Nath Sinha, was one of the directors of the Bank of Commerce Ltd. , and the second