Vicarious criminal liability cannot rest on corporate status alone; summons require independent material and judicial satisfaction.

Persons not named in the charge-sheet may be summoned only if the record discloses sufficient material showing their prima facie role and criminal intent; mere status as the directing mind or alter ego of a company is not enough to impose vicarious criminal liability. A summons order must also show independent judicial satisfaction based on incriminating material from the FIR, charge-sheet, statements, or documents, and cannot rest solely on corporate position. On that reasoning, the summoning of the two appellants was unsustainable and was set aside, while the proceedings against the charge-sheeted accused were left undisturbed.

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Issues: (i) Whether persons not named as accused in the charge-sheet could be summoned solely because they were the directing mind and will of the companies. (ii) Whether the summoning order was sustainable in the absence of recorded satisfaction based on incriminating material against those persons.

Issue (i): Whether persons not named as accused in the charge-sheet could be summoned solely because they were the directing mind and will of the companies.

Analysis: Cognizance is taken of the offence and not of the offender, and a court may summon a person not named in the charge-sheet if the police papers disclose sufficient material against that person. However, the principle of alter ego operates to impute the criminal intent of the controlling mind to the company, not automatically to fasten the company's acts upon individuals merely by reason of their corporate position. In criminal law, vicarious liability cannot be presumed unless the statute expressly provides for it or the record shows the person's active role coupled with criminal intent.

Conclusion: No; the appellants could not be summoned merely on the basis of their positions as the alter ego of the companies.

Issue (ii): Whether the summoning order was sustainable in the absence of recorded satisfaction based on incriminating material against those persons.

Analysis: The order recorded satisfaction as to the charge-sheeted accused, but when it turned to the appellants it relied only on their corporate status and did not identify any incriminating material from the FIR, charge-sheet, statements, or documents showing their personal role. An order issuing process must reflect application of mind and a judicial determination that there are sufficient grounds for proceeding; if the stated reason is legally erroneous and no independent material is cited, the order cannot stand. Section 319 of the Code remains available later if evidence emerges during trial.

Conclusion: No; the summoning order against the appellants was unsustainable and was set aside.

Final Conclusion: The appellate challenge succeeded to the extent of the summoning of the two appellants, while the broader proceedings against the charge-sheeted accused were left undisturbed.

Ratio Decidendi: In the absence of a statutory basis for vicarious criminal liability, a director or chairman cannot be summoned merely because he is the controlling mind of a company; the court must record independent satisfaction, based on material on record, that such person has a prima facie role and criminal intent before issuing process.

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