Former director liability under SEBI law turns on resignation proof and absence of consent, connivance, or responsibility.

An undisputed certified copy of Form 32 may be considered in inherent jurisdiction under section 482 CrPC where it is an unimpeachable public document capable of finally disposing of the complaint without trial. Applying principles of vicarious criminal liability under section 27 of the SEBI Act, treated as materially identical to section 141 of the Negotiable Instruments Act, a former director who had resigned before the alleged regulatory defaults and was not in office at the relevant time cannot be proceeded against unless material shows consent, connivance, neglect, or responsibility for the company's business. The complaint was quashed to that extent.

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Issues: Whether a criminal complaint under the Securities and Exchange Board of India Act, 1992 could be quashed against a former director on the basis of an undisputed certified copy of Form 32 showing resignation before the alleged offence, and whether such resignation negatived vicarious liability under section 27 of the Act.

Analysis: The complaint rested on the assumption that the petitioner was a director and was in charge of the company when the collective investment scheme defaults occurred. The certified copy of Form 32, issued by the Registrar of Companies, was an authentic public document and its genuineness was not disputed. On that basis, the Court accepted that the petitioner had resigned before the relevant regulatory defaults and was not a director when the SEBI regulations and directions were violated. Section 27 of the Securities and Exchange Board of India Act, 1992 was treated as materially identical to section 141 of the Negotiable Instruments Act, 1881, and the settled principles governing vicarious criminal liability of company officers were applied. The Court also held that, in an appropriate case, an unimpeachable public document can be looked into while exercising inherent jurisdiction under section 482 of the Code of Criminal Procedure, 1973, if it enables final disposal without a trial.

Conclusion: The petitioner was not liable to be proceeded against for the alleged company offence, and the criminal complaint was quashed to that extent.

Ratio Decidendi: A former director cannot be subjected to vicarious criminal liability for a company offence when an undisputed, unimpeachable public document shows that he had ceased to hold office before the offence and no material connects him with consent, connivance, neglect, or responsibility for the conduct of the company's business at the relevant time.

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