Directors' criminal liability turns on specific averments linking them to company management at summoning stage.

A complaint may proceed against company directors where it contains clear, specific averments that they were in charge of and responsible for the company's day-to-day affairs. At the stage of cognizance and summons, the court need only see material linking the accused to the company's business; a defence that some accused were only investors or had ceased to be directors cannot be accepted without evidence. Later correspondence and the balance sheet also supported continued association with the company, and the managing director was presumed to control its affairs. The challenge to the summoning order therefore failed.

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Issues: Whether the complaint contained sufficient averments to proceed against the company directors, and whether the plea that some petitioners had ceased to be directors could be considered at the stage of summoning.

Analysis: The complaint specifically stated that the concerned accused were directors and were in charge of and responsible for the day-to-day affairs of the company, which is the kind of clear and specific attribution required to attract criminal liability against directors. A director's role in a company is a matter of fact, but at the stage of cognizance and summons, a complaint need only contain material averments linking the accused to the conduct of the company's business. The plea that certain petitioners were merely investors or had ceased to be directors was a defence requiring evidence and could not be accepted at the threshold. The materials on record, including the company's later correspondence and balance sheet, also indicated their continued association with the company, and the managing director was presumed to be managing and controlling the affairs of the company.

Conclusion: The complaint disclosed sufficient averments to justify cognizance and issuance of summons, and the challenge to the summoning order failed.

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