Director liability under the Negotiable Instruments Act depends on specific averments of responsibility, not designation alone.

Specific averments that a director was in charge of and responsible for the conduct of the company's business at the relevant time are sufficient to sustain prosecution under Section 138 read with Section 141 of the Negotiable Instruments Act, 1881. A claimed status as an independent non-executive director does not by itself defeat the complaint at the threshold, and supporting documents such as governance reports or Form 32 are not conclusive to negate the pleaded role at the summoning stage; that defence may be tested at trial. The fact that the director was not a cheque signatory or a party to the settlement likewise does not automatically absolve liability where the complaint alleges consent and responsibility for business conduct.

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Issues: Whether the petitioner, a director of the company, could avoid prosecution under Section 138 read with Section 141 of the Negotiable Instruments Act, 1881 on the ground that he was an independent non-executive director and that the complaint lacked specific averments showing his role in the affairs of the company.

Analysis: The complaint contained averments that the petitioner, along with other directors, consented to the transaction, was in charge of the day-to-day affairs of the company, and was responsible for the conduct of its business. In proceedings under Section 141 of the Negotiable Instruments Act, 1881, criminal liability of a director is not attracted merely by designation, but specific pleadings that the director was in charge of and responsible for the conduct of business at the relevant time are sufficient to permit prosecution at the threshold. The Court further noted that the documents relied upon by the petitioner, including governance reports and Form 32, were not conclusive to displace the pleaded role at the stage of summoning or revision, and such defence could be examined at trial. The fact that the petitioner was not a signatory to the cheque, or not a party to the underlying settlement, did not by itself absolve him where the complaint alleged the requisite role and consent.

Conclusion: The petitioner's challenge failed and the prosecution against him under Section 138 read with Section 141 of the Negotiable Instruments Act, 1881 was held maintainable at the present stage.

Ratio Decidendi: In a prosecution under Section 138 read with Section 141 of the Negotiable Instruments Act, 1881, specific averments that a director was in charge of and responsible for the conduct of the company's business at the relevant time are sufficient to sustain process, and mere reliance on a claimed non-executive status does not warrant quashing at the threshold.

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