Personal criminal liability of company officials requires specific averments, and Magistrates must apply mind before ordering investigation.

A complaint against bank officials based on an inadvertent misdescription of pending litigation in a prospectus did not disclose personal criminal liability, because no specific averments showed how any individual officer was responsible for the alleged acts. In proceedings under sections 156(3) and 200 of the Code of Criminal Procedure, 1973, the Magistrate must apply judicial mind to whether the complaint, on its face, discloses an offence against each accused. An order directing investigation that proceeded on an incorrect understanding of the accused's roles and lacked such application of mind was liable to be set aside.

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Issues: Whether the complaint and the order directing investigation disclosed any personal criminal liability of the bank officials, and whether the Magistrate had applied his mind while ordering investigation under section 156(3) of the Code of Criminal Procedure, 1973.

Analysis: The allegations in the complaint primarily related to the bank's conduct and a mistaken description of pending litigation in the prospectus. The mistake as to the forum of the pending proceedings was inadvertent and, by itself, did not constitute defamation or justify criminal prosecution of the officers. No specific averments showed how any individual respondent was personally responsible for the alleged acts. In proceedings under sections 156(3) and 200 of the Code of Criminal Procedure, 1973, the Magistrate must apply his mind to whether the complaint, taken at face value, discloses an offence against the accused. The order passed below proceeded on an incorrect understanding of the accused's roles and did not reflect such application of mind.

Conclusion: The complaint did not disclose a sustainable basis for fastening personal criminal liability on the respondents, and the order directing investigation was liable to be set aside.

Ratio Decidendi: Where a complaint seeks to prosecute company officials, specific allegations showing their personal role and legal responsibility are necessary, and a Magistrate acting under section 156(3) of the Code of Criminal Procedure, 1973 must apply judicial mind to whether the complaint discloses an offence against each accused.

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