Director liability under cheque dishonour law requires specific averment of control over company business, and proceedings need not be quashed.

A complaint seeking director liability under Section 141 of the Negotiable Instruments Act must specifically aver that, at the time of the offence, the accused was in charge of and responsible for the company's business. Where the complaint alleges participation in day-to-day business affairs, the proceedings cannot be quashed merely because the accused are directors. The Supreme Court held that the High Court erred in finding the requisite averment absent and in quashing the prosecution. The quashing was unsustainable and the criminal proceedings were restored for continuation in accordance with law.

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Issues: Whether the complaint contained the requisite averments to proceed against the directors under Section 141 of the Negotiable Instruments Act, 1881, and whether the High Court was justified in quashing the proceedings against them under Section 482 of the Code of Criminal Procedure.

Analysis: Liability of a director for an offence under Section 138 does not arise merely from the office of directorship. The complaint must specifically aver that, at the time of the offence, the accused was in charge of, and responsible for, the conduct of the company's business. On a reading of the complaint, such an averment was made that the concerned accused were involved in the day-to-day business of the company. The High Court therefore erred in holding that no such statement existed and in quashing the proceedings against those accused who were alleged to be so ed with the company's business affairs.

Conclusion: The quashing of the proceedings against the directors was unsustainable and was set aside.

Final Conclusion: The criminal appeals succeeded and the prosecution was restored for continuation in accordance with law.

Ratio Decidendi: For prosecution of directors of a company for an offence under Section 138, a complaint must contain a specific averment that the accused was in charge of and responsible for the conduct of the company's business, and where such an averment exists, proceedings cannot be quashed merely because the accused are directors.

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