Director liability in cheque dishonour cases requires specific role-based averments, not mere designation or general allegations.

In cheque dishonour prosecutions against company directors, quashing at the pre-trial stage may be justified where unimpeachable material shows the accused had no concern with the transaction or the company's business, and the complaint lacks specific role-based averments. Vicarious criminal liability under the Negotiable Instruments Act is a penal fiction and cannot rest on designation as director alone, including a non-executive director or mere signing of financial statements. The complaint must state how and in what manner the accused was in charge of and responsible for the company's business at the relevant time. General allegations without particulars are insufficient, especially where the record indicates no cheque-signing authority or operational control.

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Issues: (i) Whether the criminal complaint and summoning order under the Negotiable Instruments Act could be quashed at the pre-trial stage on the basis of unimpeachable material showing that the petitioners were not concerned with the transaction or the conduct of the company's business. (ii) Whether the petitioners, as directors including a non-executive director, could be made vicariously liable in the absence of specific averments that they were in charge of and responsible for the conduct of the company's business at the relevant time.

Issue (i): Whether the criminal complaint and summoning order under the Negotiable Instruments Act could be quashed at the pre-trial stage on the basis of unimpeachable material showing that the petitioners were not concerned with the transaction or the conduct of the company's business.

Analysis: The power to quash at the pre-trial stage can be exercised where the accused places unimpeachable material demonstrating that no offence is made out or that the accused was not concerned with the issuance of the cheque. The Court applied the principle that, although quashing is ordinarily to be exercised sparingly, factual defences of demonstrably reliable character can justify interference. The material placed on record, including company filings, correspondence, and other documents, was treated as showing that the petitioners had not participated in the relevant business decisions or the conduct of the company's affairs during the operative period.

Conclusion: The complaint and summoning order could be quashed at the pre-trial stage on the basis of the material produced by the petitioners.

Issue (ii): Whether the petitioners, as directors including a non-executive director, could be made vicariously liable in the absence of specific averments that they were in charge of and responsible for the conduct of the company's business at the relevant time.

Analysis: Vicarious liability under the cheque dishonour provisions is a penal fiction and must be strictly construed. Liability does not arise merely because a person holds the designation of director or has signed the balance sheet. To attract the provision, the complaint must contain specific averments showing how and in what manner the director was in charge of and responsible for the conduct of the business at the relevant time. General and vague allegations, without particulars of active role or control, are insufficient, particularly in relation to non-executive directors. The record also indicated that the petitioners were not signatories to the cheque and had no shown role in the day-to-day functioning of the company.

Conclusion: The petitioners could not be fastened with vicarious criminal liability under the cheque dishonour provisions.

Final Conclusion: The proceedings against the petitioners arising from the cheque dishonour complaint were liable to be set aside because the complaint did not establish the statutory basis for fastening liability on them as directors.

Ratio Decidendi: For prosecution of directors of a company in cheque dishonour cases, the complaint must contain specific, role-based averments showing that the accused was in charge of and responsible for the company's business at the relevant time, and such liability cannot rest on designation alone where unimpeachable material shows absence of operational control.

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