Specific averments required for company liability under cheque dishonour law; bare directorship is not enough for prosecution.

In prosecutions under Sections 138 and 141 of the Negotiable Instruments Act, criminal liability of directors or officers depends on specific averments showing that each accused was in charge of, and responsible for, the conduct of the business, or that the offence was committed with their consent, connivance, or neglect. A bare description as a director is insufficient. On the pleaded facts, the complaints disclosed adequate roles for the firm, the managing/signatory accused, the authorised signatory, and the financial controller, so proceedings could continue against them. The fourth accused was mentioned only as a director, with no factual averment linking him to the transaction or offence, and quashing was confined to him.

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Issues: Whether the criminal complaints under Section 138 of the Negotiable Instruments Act, 1881 were liable to be quashed against the persons arrayed as accused in the absence of specific averments as to their role in the company or firm.

Analysis: Liability under Section 141 of the Negotiable Instruments Act, 1881 attaches to persons who were in charge of and responsible for the conduct of business at the relevant time, or whose consent, connivance, or neglect is shown. A bare or mechanical allegation is insufficient for every director or officer, and the complaint must disclose the role attributed to each accused. On the facts pleaded, the firm was the drawer, the chief managing director/signatory and the authorised signatory were specifically described, and the financial controller was stated to have a definite role in the working of the concern. By contrast, the fourth accused was described only as a director, without any averment showing the part played by him in the transaction or offence.

Conclusion: The complaints were maintainable against all the accused except the fourth accused. Quashing was confined to the fourth accused, while the proceedings were permitted to continue against the others.

Final Conclusion: The petitions succeeded only to the limited extent of protecting the fourth accused from prosecution, and the remaining complaints were left to proceed to trial.

Ratio Decidendi: In prosecutions for offences by companies or firms under Section 141 of the Negotiable Instruments Act, 1881, criminal liability of directors or officers requires a specific factual averment showing their responsibility for the conduct of business or their role in the offence; a bare designation as director, without more, is insufficient.

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