Director liability in company default cases depends on specific averments, not office alone, at the quashing stage.

A director is not automatically liable for a company's statutory default merely by holding office, but a complaint can proceed if it contains averments capable of bringing the accused within the definition of an officer in default. The complaint here alleged repeated notices, continuing non-compliance, and that the petitioners, as directors during the relevant period, permitted the default to continue. Those allegations were sufficient to require proof at trial. Whether the petitioners actually satisfied the statutory definition, or had knowledge or wilfully permitted the default, was not a matter for quashing at the threshold under section 482 of the Criminal Procedure Code.

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Issues: Whether the complaint disclosed the directors' liability as officers in default under the Companies Act so as to justify continuation of the criminal proceedings and refusal to quash them under section 482 of the Criminal Procedure Code.

Analysis: The statutory scheme makes a company liable for default under section 233B(11) and extends penal responsibility to an officer who is in default as defined in section 5 of the Companies Act. A director is not automatically liable merely by reason of office, but the complaint need only contain allegations capable of bringing the accused within the statutory definition at the trial stage. The complaint here alleged repeated notices, continued non-compliance, and that the petitioners, being directors during the relevant period, allowed the default to continue and were officers in default. Those averments were sufficient to require proof at trial. The question whether the petitioners actually satisfied the statutory definition and whether knowledge or wilful permission existed was not one for quashing at the threshold.

Conclusion: The complaint disclosed the necessary allegations to proceed against the petitioners, and the proceedings were not liable to be quashed under section 482 of the Criminal Procedure Code.

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