Prima facie director liability bars quashing at discharge stage where role, knowledge and participation require trial evidence.

Materials showing that an executive director was a board member during the alleged offence were sufficient to disclose a prima facie case, so revisional interference to quash the criminal proceeding was not justified. The court held that the director's actual role, knowledge, consent, or participation could not be conclusively decided at the discharge stage, because those matters depended on evidence to be tested at trial. On that basis, the refusal of discharge was upheld and the revision failed.

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Issues: Whether the revisional court should interfere with the order refusing discharge and proceed to quash the criminal proceeding against the petitioner on the ground that he was only an executive director and was not involved in the day-to-day affairs of the company.

Analysis: The petitioner was shown to have been an executive director and a member of the Board during the period of the alleged offence. The materials before the court, including the SEBI order and the complaint, disclosed a prima facie case against him. The order under challenge was found to have applied the correct legal principles, and the court held that the issue of actual role, knowledge, consent, or participation could not be finally determined at the stage of discharge in view of the pending trial evidence. In these circumstances, interference in revisional jurisdiction was held to be unwarranted.

Conclusion: The petitioner was not entitled to quashing or discharge, and the revision was liable to fail.

Ratio Decidendi: Where materials disclose a prima facie role of a director in the alleged offence, revisional interference to quash the proceeding is not justified merely on the assertion that the director was not involved in day-to-day management.

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