Director liability under the Negotiable Instruments Act survives where the complaint specifically alleges charge and responsibility for company business.

Specific averments that a director was in charge of and responsible for the conduct of a company's business are sufficient to resist quashing of criminal proceedings at the threshold. In a prosecution under Section 138 of the Negotiable Instruments Act read with Section 141, the complaint's direct allegation connecting the director with the company's affairs was treated as adequate for summoning, while the truth of that assertion was left for trial. A plea based only on lack of further material was rejected because the cited precedent involved no allegation linking the accused to the offence at all.

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Issues: Whether criminal proceedings under Section 138 of the Negotiable Instruments Act, 1881 against a director could be quashed under Section 482 of the Code of Criminal Procedure, 1973 in the presence of specific averments that he was in charge of and responsible for the conduct of the company's business.

Analysis: The petitioner's plea rested on the absence of specific material connecting him with the company's affairs. The complaint, however, contained a direct allegation that he was a director and, along with other directors, was in charge of and responsible for the conduct of the company's business. The Court distinguished the precedent relied upon, noting that in that case there was no allegation connecting the accused with the alleged offence at all. It also reiterated that, for fastening liability on persons connected with a company, a specific accusation that they were in charge of and responsible for the conduct of the business at the relevant time is sufficient at the stage of summoning, and the evidentiary basis may be tested at trial.

Conclusion: The proceedings could not be quashed merely on the ground urged by the petitioner, as the complaint disclosed the requisite allegation to attract liability under Section 141 of the Negotiable Instruments Act, 1881.

Ratio Decidendi: In prosecutions for company offences under the Negotiable Instruments Act, specific averments that a director was in charge of and responsible for the conduct of the company's business are sufficient to decline quashing at the threshold.

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