Specific allegations and evidence establishing the role of the accused in the company's affairs are necessary before summoning them in a criminal case.

Aruna Suresh, J.

.1. Petitioner has been summoned vide order dated 15.12.2003 in complaint case No. 1231/2003 titled "Securities and Exchange Board of India v. Divyabhoomi Agro (I) Ltd. and Ors.", as director of the company, in view of the violation under

.Section 27 of the Securities and Exchange Board of India Act, 1992 (hereinafter referred to as "SEBI Act") by the learned Additional Sessions Judge. M/s. Divyabhoomi Agro (I) Ltd. (hereinafter referred to as "the company") was operating Collective Investment Schemes (hereinafter referred to as "CIS") at the time of coming into force of SEBI (Collective Investment Schemes) Regulations, 1999 and raised an aggregate amount of Rs. 8,26,800/- from the general public. The company filed details with Securities and Exchange Board of India (hereinafter referred to as SEBI) regarding its CIS, pursuant to SEBI press release dated 26.11.1997 and public notice dated 18.12.1997. As per the regulations, any person, who had been operating CIS at the time of commencement of the said regulations was deemed to be an existing CIS and after coming into force of these regulations, the said person was required to move an application before SEBI for grant of registration within a period of two months from the date of notification of the said regulations.

2. On 15.12.1999 and 29.12.1999, vide letters and public notice dated 10.12.1999, the company was given intimation to send its information, memorandum of all the investors detailing the state of affairs of the investment schemes and the amount repayable to each investor and also the manner in which the repayment of the amount was to be determined. The company, however, failed to make an application with SEBI and therefore as per Regulation 73(1), the company was to wound up, and was required to repay the amount collected from the investors and as per Regulation 74, company was required to formulate a scheme of repayment to the existing investors. The company neither applied for registration under the regulations nor took steps for winding up of the schemes and repayment to the investors and thus violated provisions of SEBI Act and regulations framed thereunder.

3. On 07.12.2000, SEBI directed the company to refund the money collected under the CIS to the persons who invested therein, within a period of one month from the date of such directions, but the company failed to comply with the same showing dishonest intention. Since the company allegedly caused huge pecuniary damage to the general public who invested their hard-earned money in the scheme operated by it, the company committed violation of regulations of SEBI under Sections 11B , 12(1B) of the SEBI Act and Regulation 5(1) read with Regulations 68(1), 68(2), 73 and 74 of the SEBI (CIS) Regulations punishable under Section 24(1) , SEBI Act. The complaint was accordingly filed against the company as well as the directors/promoters of the company i.e. accused Nos. 2-8.

4. Petitioner is arrayed as accused No. 6 in the complaint and is shown as director/promoter of the company. The learned Trial Court, on perusal of the complaint, was of the view that complaint disclosed commission of offence punishable under Sections 24 and 27 of SEBI Act and summoned all the accused persons including the petitioner vide order dated 15.12.2003. Aggrieved by the said order, the present petition has been filed.

5. Learned senior counsel for the petitioner, Mr. Sidharth Luthra, submitted that the summoning order dated 15.12.2003 deserves to be quashed as the same was passed without perusing the material available on the record and also that there are no substantive allegations in the complaint that petitioner was in charge of or responsible for the conduct of business or the day to day affairs of the company. It is further argued that petitioner was never a director of the company and was neither in charge of nor responsible for the conduct of the business of the company because as per Memorandum of Associ