Non-executive director liability requires specific averments of control over company business; vague allegations are insufficient.

A complaint against a non-executive additional director was quashed where the pleadings contained no specific averments showing that he was in charge of and responsible for the company's business at the relevant time. Mere assertions that directors handled day-to-day affairs were held insufficient without particulars of the role actually played, especially where the complaint did not allege that he signed the cheques or held the office of Managing Director or Joint Managing Director. On the undisputed material, the petitioner was not shown to have been responsible for the conduct of business, and the summoning order was set aside qua him.

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Issues: Whether the complaint and summoning order were liable to be quashed against a non-executive director in the absence of specific averments showing that he was in charge of and responsible for the conduct of the company's business.

Analysis: The petitioner's status as an Additional Director (Non-Executive) stood unrebutted. The complaint did not allege that he had signed the cheques, nor that he was the Managing Director or Joint Managing Director. In cases under criminal process against directors for cheque dishonour, liability depends on the role actually played in the affairs of the company, and a bald statement that directors are responsible for day-to-day affairs is insufficient unless supported by particulars showing how such responsibility arose. On the undisputed material, the petitioner was not shown to be in charge of the conduct of business at the relevant time.

Conclusion: The complaint and summoning order were quashed qua the petitioner.

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