Director liability under Section 141 depends on basic averments of responsibility, with stricter pleading for consent or connivance.

For prosecution of a director under Section 141 of the Negotiable Instruments Act, a complaint must at least contain the basic averment that the accused was in charge of and responsible for the company's business under Section 141(1). Where liability is sought under Section 141(2), the complaint must additionally allege consent, connivance, or neglect with some particulars. Applying that standard, complaints alleging day-to-day control and supervision were treated as sufficient to sustain cognizance, and disputed questions about the director's exact role could not be resolved in Section 482 CrPC proceedings without unimpeachable material. Complaints lacking even the basic statutory averment were held liable to be quashed.

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Issues: (i) Whether, for prosecution of a Director under Section 141 of the Negotiable Instruments Act, 1881, a complaint must contain only the basic averment that the accused was in charge of and responsible for the conduct of the business of the company, or whether specific averments explaining how and in what manner the Director was responsible are also necessary. (ii) Whether the complaints against the petitioner disclosed the required averments so as to justify cognizance and, where they did not, whether the proceedings were liable to be quashed.

Issue (i): Whether, for prosecution of a Director under Section 141 of the Negotiable Instruments Act, 1881, a complaint must contain only the basic averment that the accused was in charge of and responsible for the conduct of the business of the company, or whether specific averments explaining how and in what manner the Director was responsible are also necessary.

Analysis: The governing principle is that vicarious liability in criminal law is exceptional and depends on the statutory scheme. Under Section 141(1), a Director or officer can be proceeded against if the complaint contains the basic averment that, at the relevant time, he or she was in charge of and responsible for the conduct of the business of the company. For persons falling within Section 141(2), however, the complaint must also contain allegations of consent, connivance, or neglect, with some particulars of role and responsibility. The sufficiency of averments therefore depends on the category of person attributed with liability under Section 141.

Conclusion: Basic averments are sufficient for liability under Section 141(1), while complaints against persons sought to be implicated under Section 141(2) require additional averments of consent, connivance, or negligence.

Issue (ii): Whether the complaints against the petitioner disclosed the required averments so as to justify cognizance and, where they did not, whether the proceedings were liable to be quashed.

Analysis: In the batch of matters where the complaints stated that the petitioner, as Director, had day-to-day control and supervision over the company, the allegations were treated as basic averments sufficient to sustain cognizance, and disputed questions about her exact role or status as a non-executive Director could not be decided in proceedings under Section 482 of the Code of Criminal Procedure, 1973 without unimpeachable material. In the other three complaints, the pleadings and sworn statements did not contain even the basic averment that the petitioner was in charge of and responsible for the company's business, nor any allegation of consent, connivance, or negligence. In those matters, the statutory requirements were not met and continuation of the proceedings was unwarranted.

Conclusion: The proceedings in the matters containing basic averments were not quashed, but the three complaints lacking the necessary averments were liable to be quashed.

Final Conclusion: The petitions were disposed of by sustaining the prosecutions where the complaint disclosed basic averments under Section 141(1), while quashing the proceedings in the complaints that failed to disclose any statutory basis for vicarious liability against the petitioner.

Ratio Decidendi: For liability of a Director under Section 141 of the Negotiable Instruments Act, 1881, a complaint must at least contain the averment required by the relevant statutory category, and quashing is warranted only where the complaint lacks the necessary averments altogether or where unimpeachable material shows that continuation of proceedings would be an abuse of process.

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