Quashing criminal proceedings against a director declined where independent-director status and statutory role required factual evidence.

Disputed questions of fact prevented quashing of criminal proceedings against a company director under Section 482 CrPC. Although he claimed to be only an independent director and therefore outside the scope of key managerial personnel and an officer in default under the Companies Act, the record included company filings and board minutes showing his designation as director when the decision to invite deposits was taken. Because his actual status and conduct required evidence and factual determination, the High Court held that the extraordinary quashing jurisdiction could not be used to terminate the prosecution at the threshold.

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Issues: Whether the criminal proceedings against a company director were liable to be quashed under Section 482 of the Code of Criminal Procedure, 1973 on the ground that he was only an independent director and not a key managerial personnel or an officer in default under the Companies Act, 2013.

Analysis: The petitioner's plea rested on his claimed status as a non-executive independent director and on the contention that such status excluded him from the categories of key managerial personnel and officer in default. The record, however, showed that the company had filed Form 32 and other documents indicating a change in his designation from additional director to director, and the minutes of board meetings also reflected him as a director when the decision to invite deposits was taken. The question whether he was merely an independent director, or whether his conduct and designation brought him within the statutory expressions used in Sections 2(51) and 2(60) of the Companies Act, 2013, involved disputed facts and matters of evidence. In such circumstances, the extraordinary jurisdiction under Section 482 of the Code of Criminal Procedure, 1973 was not appropriate for stifling the prosecution at the threshold.

Conclusion: The challenge to the continuation of the criminal proceedings was rejected, and the petition was not fit for quashing on the pleaded ground.

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