Section 141 liability requires specific averments of control over company business, not mere directorship.

Independent non-executive directors are not made liable under Section 141 of the Negotiable Instruments Act merely by being named as directors. Criminal liability requires a specific factual averment that, at the relevant time, the accused was in charge of and responsible for the company's business. Where the complaint contains no adequate allegation linking such directors to day-to-day business control or responsibility, the prosecution cannot be sustained against them. On that basis, a bare arraying of independent non-executive directors as accused is insufficient, and the complaint against them is liable to be quashed.

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Issues: Whether independent non-executive directors can be proceeded against under Section 141 of the Negotiable Instruments Act in the absence of a specific averment that they were in charge of and responsible for the conduct of the company's business.

Analysis: Liability under Section 141 is not attracted merely because a person is a director of the company. A complaint must contain a specific factual averment that, at the relevant time, the accused was in charge of and responsible for the conduct of the business of the company. In the present matter, the appellants were shown to be independent non-executive directors, and there was no adequate allegation connecting them with day-to-day business responsibility. In the absence of such averments, the criminal process could not be sustained against them.

Conclusion: The appellants could not be subjected to prosecution under Section 141 on the basis of a bare arraying as directors, and the complaint as against them was liable to be quashed.

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