A company, being a juristic person, cannot have mens rea and therefore cannot be held liable for criminal misappropriation.

( 1 ) THIS revisional application has been filed under section 482 of the Code of Criminal Procedure, praying for quashing of the proceedings bearing complaint Case No. 82-C/2003 pending before the Judicial magistrate, 3rd Court, Bankura under section 406/34 of the Indian Penal Code. The case of the petitioners is that the petitioner No. 1 is a public limited company and the petitioner No. 2 is the Chairman of the said company. Said petitioner no. 2 assumed the office of the Chairman of the petitioner No. 1 company on and from 01. 01. 1996. The O. P. is the managing partner of M/s. Aswini Kumar dutta and Sons, a registered partnership firm situated in the Bankura town. Business relationship in between the petitioner No. 1 and the opposite party started in the year 1980 as per terms and conditions which were printed overleaf the purchase orders and/or the invoice. The opposite party's firm submitted a security deposit to the tune of Rs. 1,00,000/- in the month of March, 1981 under the aforesaid terms and conditions of sale. In the course of the said trade, large amounts became due and payable from the opposite party's firm and as such, the petitioner No. 1 company ceased trade with the opposite party's firm and in the month of February, 1983 adjusted the amount of the security deposit towards the unpaid price which was due from the opposite party to the petitioner no. 1. Such adjustment was duly reflected in the ledger maintained by the petitioner No. 1 company and opposite party's firm confirmed the said adjustment vide its letter dated 17. 3. 1986. Thereafter the opposite party's firm on several occasions requested the petitioner No. 1 for revival of the trade relationship, but the petitioner No. 1 company did not agree. In the year 1989 the opposite party initiated another criminal case against the petitioner No. 1 and its officers under sections 420, 120b I. P. C. and the said criminal case resulted in a criminal revision filed by the petitioner No. 1 company and it was subsequently disposed of. On 29. 07. 89 the opposite party filed a money suit bearing No. 22/1989 claiming for a decree of more than Rs. 2,00,000/- along with interest against the petitioner No. 1 company. Said civil suit is still pending and it is being contested by the petitioner No. 1 company. The opposite party's firm and its partners filed another title suit bearing No. 26 of 2003 against the petitioner No. 2 and other officers of the petitioner No. 1 company praying for declaration that the rejection of the wholesale dealership for selling of the cigarettes to the opposite party, in the district of Bankura is void ab initio, unfounded, wrong and illegal. The present petitioners are contesting the said suit. Suddenly on 16. 12. 2002 the petitioner No. 2 received a letter dated 13. 12. 2002 from the opposite party wherein he claimed refund of the security deposit of Rs. 1,00,000/-- along with interest thereon. Said letter was duly replied. Upon the above fact, the opposite party has filed the present petition of complaint before the learned Chief Judicial Magistrate, Bankura, under section 406/34 of the Indian Penal Code alleging therein that the present petitioners misappropriated and/or converted the security deposit in violation of the law or legal contract causing loss to the opposite party. On the basis of the said allegation, the learned Chief Judicial Magistrate, Bankura took cognizance of the alleged offence and issued process, against the petitioners. Subsequently, the case was transferred to the Court of learned Judicial Magistrate, 3rd Court, bankura and is pending for trial. The petitioners have claimed that the allegations as made in the petition of complaint, even if it is believed to be true then also it does not disclose any offence at all. The petitioners have claimed that as per terms and conditions of the trade they are entitled to adjust the security deposit against any dues of the opposite party. According to t