Director liability under Negotiable Instruments law survives when complaints plead responsibility for company business and cheque dishonour ingredients.

Where complaints under Section 138 of the Negotiable Instruments Act specifically alleged a legally enforceable debt, issuance and dishonour of cheques, timely demand notice, and that the accused directors were in charge of and responsible for the company's business, a prima facie case under Section 141(1) was made out. The question whether the directors were actually in charge of the business was held to be a matter for evidence, not quashing. Section 141(2) was inapplicable because liability was not being fastened on the basis of consent, connivance or neglect in the absence of control; therefore, the complaints and summoning orders were not defective.

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Issues: Whether the complaints under Section 138 of the Negotiable Instruments Act, 1881 disclosed a prima facie case against the petitioners as directors of the company and whether absence of specific averments of consent, connivance or neglect under Section 141(2) warranted quashing.

Analysis: The complaints specifically alleged that the company owed a legally enforceable debt, the cheques were issued in discharge of that debt, they were dishonoured for insufficiency of funds, notice of demand was duly issued within the statutory period, and the petitioners were directors in charge of and responsible for the conduct of the company's business. Those averments satisfied the ingredients of Section 141(1), and the question whether the petitioners were in fact in charge of the business was a matter for evidence. Section 141(2) was held to be inapplicable to the petitioners' case because that provision is attracted where liability is sought to be fastened on a director, manager, secretary or other officer even though he was not in charge of the business, by reason of consent, connivance or neglect. Since the complaints already alleged responsibility under Section 141(1), the absence of additional averments under sub-section (2) did not render them defective.

Conclusion: The complaints and summoning orders disclosed a prima facie case against the petitioners and did not merit quashing.

Ratio Decidendi: Where a complaint under Section 138 of the Negotiable Instruments Act, 1881 specifically alleges that the accused directors were in charge of and responsible for the conduct of the company's business, the complaint is maintainable under Section 141(1) and need not separately plead consent, connivance or neglect under Section 141(2).

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