Complaint averments against directors can sustain cheque dishonour proceedings, defeating quashing where responsibility for company affairs is shown.

In a prosecution under Sections 138 and 141 of the Negotiable Instruments Act, a non-signatory director may still be proceeded against where the complaint and supporting company records contain basic averments that the director was in charge of and responsible for the company's business. Mere assertion that the director was a non-executive or independent director is insufficient for quashing under Section 482 of the Code of Criminal Procedure when the surrounding material supports involvement in the company's affairs. On that basis, the court rejected quashing and allowed the criminal proceedings to continue.

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Issues: Whether proceedings under Section 138 of the Negotiable Instruments Act, 1881 against non-signatory directors could be quashed on the ground that they were non-executive independent directors and not shown to be in charge of the company's affairs.

Analysis: The complaint, sworn statement, and accompanying company records were read as a whole and found to contain clear averments that the petitioners were in charge of and responsible for the conduct of the company's business. The documents did not describe them as non-executive independent directors; instead, they showed them in various managerial and board positions, and the complaint specifically attributed responsibility for the company's affairs to them. In proceedings under Sections 138 and 141 of the Negotiable Instruments Act, 1881, a non-signatory director may be proceeded against where the necessary averments are present, and quashing under Section 482 of the Code of Criminal Procedure, 1973 is not warranted unless unimpeachable material shows absence of involvement.

Conclusion: The petitioners could be proceeded against in the criminal case and the request to quash the proceedings was rejected.

Final Conclusion: Mere assertion that a director is non-executive is insufficient for quashing when the complaint contains basic averments of responsibility and the surrounding material supports participation in the company's affairs; the trial was allowed to continue.

Ratio Decidendi: In a prosecution under Sections 138 and 141 of the Negotiable Instruments Act, 1881, a complaint containing basic averments that directors were in charge of and responsible for the company's business cannot be quashed under Section 482 of the Code of Criminal Procedure, 1973 unless unimpeachable material shows they were plainly not concerned with the transaction or the company's affairs.

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