Directors of a Company cannot be held vicariously liable for offences committed by the Company unless there is evidence to show that they participated in the day-to-day running and conduct of the business.

( 1 ) THE petitioners who were Directors of a Public Limited Company, Calcutta Electric Lamp Works Ltd. , were convicted by the Judicial Magistrate under Section 14 (1) read with Section 14a (1) of the Employees Provident Funds and Miscellaneous Provisions Act, 1952 for failure to pay the contribution (employee's as well as employer's share) and administrative charges for the month of October, 1977 in contravention of Section 6 of the said Act and Paragraph 38 of the Employees' Provident Fund Scheme, 1952. Each of the petitioners was sentenced to undergo simple imprisonment for three months and to pay a fine of Rs. 1,000/- and in default to undergo a further simple imprisonment for 25 days more. This conviction and sentence was affirmed by the Sessions Judge by his order dated 24th January 1986. This revisional application is directed against the said judgment and order.

( 2 ) AT the hearing, Mr. Dutt, learned Counsel appearing for the petitioners, has contended that the courts below erred in law in holding the petitioners guilty solely on the ground that the petitioners were Directors of the Company at the material time. Merely because a person is a Director of the Company cannot by itself fasten the liability on him for contravention of the provisions of the said Act and Scheme. He has drawn our attention to several decisions of this Court in support of his contention.

( 3 ) SHORTLY stated, the prosecution case is that the Company is covered under Provident Fund Act and the petitioners amongst others at all material time were in charge and responsible for the conduct of the business and in discharge of such responsibilities took part in the running of the business and they were thus required to comply with the provisions of the said Act. The complainant alleged that being employers they tailed to deposit contributions, both shares, for the month of October, 1977 in contravention of Section 6 of the Act and Paragraph 38 of the Scheme and they further failed to pay the administrative charges for the said period in contravention pf Section 38 of the Provident Fund Scheme and thus they have committed offence under Sections 14 (1a) and I4a0) of the Act. The petitioners, amongst others, during the relevant period, were in charge of the establishment and were responsible to it for the conduct of the business.

( 4 ) FROM the evidence as recorded in the judgment of the learned judicial Magistrate, it appears that P. W. 3 Sri Sambhu Nath Maitra was in charge of the relevant area at the relevant time and within the jurisdiction of which the company was situate. It is recorded as follows:"during his visit he noticed that this company did not pay Provident Fund dues, Provident Fund Administration Charges, contribution of both shares etc for the said period. The company failed to produce necessary papers during his visits. He inspected wage registers, salary registers etc. wherefrom he noticed that the company deducted the dues but did not deposit the same. He initialled these registers. The company submitted statutory returns showing deductions. This is a limited company managed by the Board of Directors jointly and, accordingly, they are jointly liable. The company did not produce any Minute Book of Resolution inspite of requests. He visited the company on several occasions. He found the Directors present there. The company also prayed for time on several occasions in response to Section 7a Notice of the Act. During cross- examination he said that he did not take note of any particular date on which he saw a particular Director in his Note Book. He prepared a report on each and every occasion he visited the company. He has proved Ext. 4 for August, 1977. Inspite of compliance of all official procedure, the company did not pay the dues which will be evident from the cash book which is written on the basis of challans. If, the challans are not received cash book is also not filled up. He did not produce the cash book as t