Specific allegations are required to summon company officers; bare assertions of control over affairs cannot found criminal liability.

Criminal summons against company officers require specific averments showing each accused's individual role and supporting prima facie material. General claims that directors, the managing director or the company secretary handled day-to-day affairs, without particulars of meetings, dates, conduct or personal participation in cheating, breach of trust or fabrication of documents, are insufficient to justify issuance of summons. At the stage of process, the Magistrate must be satisfied that the complaint discloses a prima facie case against each accused, and criminal liability cannot be presumed merely from office held in the company. On these facts, the summoning order against the company officials was held unsustainable.

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Issues: Whether the order summoning the company officers and the company could be sustained in the absence of specific allegations showing their individual role and the necessary prima facie material.

Analysis: The complaint contained only general assertions that the managing director, company secretary and directors were looking after the day-to-day affairs of the company and had at some point interacted with the complainant. It did not set out the particular role played by each of them, the dates or nature of the meetings, or any concrete act showing personal participation in cheating, breach of trust or fabrication of debit notes. At the stage of issuance of summons, the Magistrate was required to record satisfaction that the complaint disclosed a prima facie case against each accused on the basis of specific allegations and supporting material. Criminal liability cannot be fastened on company officials merely because they hold office, and the concept of vicarious liability is not to be presumed in criminal law in the absence of statutory basis and precise pleadings.

Conclusion: The summoning order against the company officials was unsustainable and the High Court was right in setting it aside.

Ratio Decidendi: In criminal complaints against company officers, summons can issue only when the complaint contains specific averments showing each accused's individual role and the material on record discloses a prima facie case; bare assertions of responsibility for company affairs are insufficient to attract criminal liability.

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