Directors can only be held vicariously liable for the actions of a company if the company itself is made an accused.

ORDER :

1. Mr. Ashok Lalwani, learned counsel for the petitioners. Mr. G.S. Thakur, learned Panel Lawyer for the State.

2. According to the case of the prosecution, the petitioners who are directors of M/s Ess Pee Dhatu Udyog, which is a company duly incorporated under the relevant provisions of the Companies Act, 1956 are stated to have indulged in the theft of electricity amounting to Rs. 2,99,000,00/-.

3. The facts of the case are at page-39 of the petition which is the complaint made to the T.I. of Police Station-Lodhikheda (M.P.). In the said complaint, it is revealed that upon an inspection on 4-10-1998 at 4:00 A.M. by the D.I.G (V and S) of the Madhya Pradesh Electricity Board, Jabalpur (M.P.) the cables leading to the meter box are alleged to have been found tampered with and the insulation is shown as having being removed. Under the circumstances the Electricity Board arrived at the conclusion that electricity could be shorted from the line directly without passing through the meter. At page-40 is the assessment of the loss which prima-facie appears to be speculative even as per the case of the prosecution itself in which the Electricity Board states that.............The quash of the proceedings of the petitioners herein are sought on two grounds - firstly, that the petitioners had already resigned from the company before the inspection of the premises and had nothing to do with the company or its working and secondly, that the company itself has not been made an accused and as per the provisions of section 49-A of the old Electricity Act 1910, the Directors could only be made an accused provided the company itself was arrayed as an accused, where the company was the offending party. From the complaint made by the Electricity Board itself it is clear that the offender undisputedly is a corporate entity.

4. Learned counsel for the State has opposed the petition on the grounds that a prima-facie case has been made out against the petitioners herein and disputed questions of fact or questions relating to their innocence cannot be gone into in a petition under section 482 of Criminal Procedure Code and the disputed questions of facts are best left to the trial Court for consideration. From page 17-21 are copies of the extracts from the register maintained by the Registrar of Companies under Form 32, in which the petitioner No. 1 is shown to have resigned from the Company on 1-8-1997. The petitioner No. 2 is shown to have resigned on 1-1-1996 and the petitioner No. 3 is shown to have resigned on 4-1-1995. Undisputedly, the petitioners herein have resigned on a date before the detection of the alleged offence. Originally the case was registered against three of the employees of the Company. However, at the stage of filing of the charge-sheet, the names of the petitioners herein were also added as accused and sent up for trial. Of the three persons who are originally mentioned in the F.I.R. one is the Production Manager of the Company and the second is the Managing Director of the Company.

5. Learned counsel for the State has also drawn the attention of this Court to page-4 of the charge-sheet in which, the period of the offence is reflected as between November 1995 to November 1998 but, for the petitioner No. 3, petitioner Nos. 1 and 2 were Directors of the said Company during this period.

6. Learned counsel for the petitioner has pressed this petition only on two grounds and has relinquished the other grounds taken herein on the ground that the same are not relevant as far as the three petitioners herein are concerned.

7. This petition deserves to be allowed for two reasons, firstly the extracts from the register maintained by the Registrar of Companies clearly goes to show that the petitioners herein had resigned on a date before the offence is alleged to have been detected. Thereafter, as the period of the offence is not mentioned in the complaint preferred by the Electricity Board, there is no prima-facie evidence indicting th