Specific averments against non-executive directors are required before sustaining cheque dishonour prosecution; absent them, proceedings may be quashed.

A prosecution under the Negotiable Instruments Act against non-executive directors cannot rest on a bald assertion that they were in charge of the company's affairs. Liability of a director who is not a cheque signatory requires specific averments showing how and in what manner the director was responsible for the conduct of the company's business; absent such particulars, continuation of the criminal complaint amounts to abuse of process. On the facts, the complaint lacked the necessary role-based allegations against the petitioners, so the proceedings were quashed to that extent.

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Issues: Whether criminal proceedings under the Negotiable Instruments Act against non-executive directors could be quashed for want of specific averments showing how and in what manner they were in charge of and responsible for the conduct of the company's business.

Analysis: Liability of a director other than a signatory to the cheque is not automatic. To sustain prosecution under the statutory provisions governing offences by companies, the complaint must contain more than a bald recital that such director was in charge of and responsible for the day-to-day affairs of the company. Where the materials placed before the Court show that the accused were only non-executive directors and the complaint lacks a specific plea as to their role in the conduct of business, continuation of the criminal process amounts to abuse of process and warrants interference in exercise of inherent jurisdiction.

Conclusion: The complaint against the petitioners was liable to be quashed.

Final Conclusion: Proceedings against the non-executive directors could not be sustained in the absence of specific averments of responsibility for the company's business, and the criminal complaint was interfered with to that extent.

Ratio Decidendi: In a prosecution against a director who is not a cheque signatory, a complaint must contain specific averments showing how and in what manner the director was in charge of and responsible for the conduct of the company's business; in the absence of such particulars, the High Court may quash the proceedings as an abuse of process.

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