Director liability in cheque dishonour cases turns on actual involvement in company affairs, not merely a non-executive label.

Liability under Section 141 of the Negotiable Instruments Act depends on the role actually played in the company's affairs when the offence is committed, not merely on designation. In cheque dishonour complaints, the complaint and supporting material indicated that the cheques were issued after the director's appointment, and the incorporation records described him as a promoter and non-executive director. The material was treated as sufficient at the summoning stage to suggest direct or indirect involvement in the company's business, so the plea that a non-executive designation by itself excluded liability was not accepted for quashing. Defences based on confirmation letters and similar factual disputes were left for trial.

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Issues: Whether the summoning orders in the cheque dishonour complaints were liable to be quashed against a director described as a non-executive director, on the ground that he was not in charge of and responsible for the conduct of the company's business at the relevant time.

Analysis: Liability under Section 141 of the Negotiable Instruments Act, 1881 arises from the role actually played in the affairs of the company at the time the offence is committed, and not merely from holding a designation. The complaint and supporting material showed that the cheques were issued after the petitioner had been appointed as a director, and the Form DIR-12 reflected that he was inducted as a promoter and non-executive director. The Court treated the promoter status and the surrounding material as sufficient at the summoning stage to indicate direct or indirect involvement in the company's affairs. The plea that the confirmation letters pre-dated his appointment and that the nomenclature of non-executive director by itself excluded liability was held not to justify quashing, as such defences could be established in trial.

Conclusion: The summoning orders were not liable to be quashed and the petitioner remained subject to trial in the cheque dishonour complaints.

Final Conclusion: The petitions challenging the summoning orders failed, leaving the criminal complaints to proceed against the petitioner.

Ratio Decidendi: For prosecution under Section 141 of the Negotiable Instruments Act, 1881, a director's liability depends on whether the complaint and accompanying material disclose that he was in charge of and responsible for the conduct of the company's business at the relevant time; mere description as a non-executive director does not by itself warrant quashing at the threshold.

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