Section 141 NI Act complaints with specific role averments usually survive quashing; disputed responsibility is for trial.

Quashing under Section 482 CrPC was found inappropriate where the complaint under Sections 138 and 141 of the Negotiable Instruments Act contained specific averments that the accused were in charge of and responsible for the company's business, or had consented to or connived in the offence. The High Court noted that the accompanying material, including minutes and role-based allegations against the directors and company secretary, provided a prima facie factual foundation. Disputes about absence from India or lack of day-to-day involvement were treated as matters for evidence at trial, not grounds for pre-trial interference. The summoning order was therefore allowed to stand and the challenge raised triable issues.

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Issues: Whether the summoning order and complaint under Sections 138 and 141 of the Negotiable Instruments Act, 1881 could be quashed in exercise of jurisdiction under Section 482 of the Code of Criminal Procedure, 1973 on the ground that the complaint did not contain sufficient specific averments showing that the petitioners were in charge of and responsible for the conduct of the company's business, or were otherwise liable as directors or company secretary.

Analysis: Liability under Section 141 of the Negotiable Instruments Act, 1881 depends on the role attributed to the accused at the time of the offence. A complaint must contain specific averments showing that the persons sought to be proceeded against were in charge of and responsible for the conduct of the business of the company, or that the offence was committed with their consent, connivance, or negligence. The factual material placed on record, including minutes of meetings and the allegations regarding the petitioners' positions as directors and company secretary, prima facie indicated their involvement in the company's functioning. The petitioners' objections, including absence from India and the alleged absence of day-to-day involvement, were held to be matters requiring evidence and not suitable for determination in a petition for quashing at the pre-trial stage. The scope of interference under Section 482 of the Code of Criminal Procedure, 1973 was therefore found to be limited where a factual foundation for the offence had been laid.

Conclusion: The complaint disclosed a sufficient prima facie basis to proceed against the petitioners, and the challenge to the summoning order raised triable issues to be decided at trial. Quashing was not warranted.

Ratio Decidendi: In a prosecution under Sections 138 and 141 of the Negotiable Instruments Act, 1881, a complaint containing specific averments and factual foundation showing prima facie responsibility of the accused for the company's business should not be quashed under Section 482 of the Code of Criminal Procedure, 1973 merely because the accused dispute their actual role; such disputes are ordinarily matters for trial.

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