Director liability under cheque dishonour law requires specific averments; bare statutory language is insufficient and proceedings may be quashed.

A director's criminal liability for cheque dishonour is not automatic. In prosecutions under Sections 138 and 141 of the Negotiable Instruments Act, the complaint must contain clear and specific averments that the accused was in charge of and responsible for the company's business at the relevant time, together with particulars showing how that responsibility arose. Mere repetition of the statutory language is insufficient, especially for non-executive or nominee directors. As the complaint failed to satisfy these requirements, the criminal proceedings were quashed under Section 482 of the Code of Criminal Procedure, 1973.

---

---

Issues: Whether the complaint under Sections 138 and 141 of the Negotiable Instruments Act contained the necessary specific averments to fasten vicarious liability on the petitioners, and whether the criminal proceedings were liable to be quashed under Section 482 of the Code of Criminal Procedure, 1973.

Analysis: Liability of a director for an offence by a company is not automatic. The complaint must specifically aver that, at the relevant time, the accused was in charge of and responsible for the conduct of the business of the company, and must also indicate how and in what manner that responsibility arose. Mere reproduction of the language of Section 141, without particulars of role, is insufficient, particularly when the accused are non-executive or nominee directors. While the High Court can, in an appropriate case, examine unimpeachable material to prevent abuse of process, the foundation for prosecution must still be laid by clear pleadings in the complaint.

Conclusion: The complaint did not satisfy the requirements of Section 141 insofar as the petitioners were concerned, and the proceedings were liable to be quashed under Section 482 of the Code of Criminal Procedure, 1973.

Ratio Decidendi: In prosecutions under Sections 138 and 141 of the Negotiable Instruments Act, a director's criminal liability can be fastened only by clear and specific averments showing that the director was in charge of and responsible for the company's business at the relevant time; bare statutory repetition is not enough, and quashing may be justified where the complaint is deficient.

---