SEBI complaint averments against directors can defeat quashing when responsibility for company business is pleaded at the relevant time.

Complaints under the SEBI Act were stated to survive a quashing challenge where they contained sufficient averments that directors and other persons were in charge of, and responsible for, the company's business at the relevant time. Disputes over whether a director had ceased to hold office or lacked involvement were treated as factual defences requiring evidence, not grounds for interference at the threshold under Section 482 CrPC. The text also states that transfer of the complaint to the Additional Sessions Judge without a formal commitment under Section 193 CrPC did not invalidate the proceedings, as that court was regarded as having jurisdiction in similar SEBI plantation-company matters. The petitions were declined and the complaints were permitted to proceed to trial.

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Issues: (i) Whether the complaints under the SEBI Act disclosed the necessary averments to fasten liability on directors and persons in charge of the company so as to warrant quashing under Section 482 of the Code of Criminal Procedure, 1973. (ii) Whether the transfer of the complaint to the Court of the Additional Sessions Judge without a commitment under Section 193 of the Code of Criminal Procedure, 1973 rendered the proceedings invalid.

Issue (i): Whether the complaints under the SEBI Act disclosed the necessary averments to fasten liability on directors and persons in charge of the company so as to warrant quashing under Section 482 of the Code of Criminal Procedure, 1973.

Analysis: Liability of persons connected with a company under Section 27 of the Securities and Exchange Board of India Act, 1992 depends on an averment that, at the time of the offence, they were in charge of and responsible for the conduct of the company's business. The complaints were examined as a whole and were found to contain sufficient allegations against the companies and their directors to make out a prima facie case. Questions such as whether a particular director had ceased to hold office, or was not associated with the company when the offence was committed, were held to be matters for evidence and not grounds for quashing at the threshold.

Conclusion: The complaint averments were sufficient and quashing was not warranted on this ground.

Issue (ii): Whether the transfer of the complaint to the Court of the Additional Sessions Judge without a commitment under Section 193 of the Code of Criminal Procedure, 1973 rendered the proceedings invalid.

Analysis: The jurisdictional objection was rejected in light of the view that the Additional Sessions Judge had the requisite jurisdiction to entertain such complaints in similar plantation-company matters under the SEBI regime. The issue was treated as no longer open for reconsideration.

Conclusion: The transfer to the Additional Sessions Judge did not vitiate the proceedings.

Final Conclusion: No ground was made out for interference under Section 482 of the Code of Criminal Procedure, 1973, and the petitions were declined after acceptance that the complaints could proceed to trial.

Ratio Decidendi: For company offences, a complaint will survive a quashing challenge if it contains sufficient averments that the accused was in charge of and responsible for the company's business at the relevant time; objections depending on disputed factual defences or proof must ordinarily await trial.

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