Director liability under the Negotiable Instruments Act requires trial where basic averments of control are made and resignation remains disputed.

In a prosecution under Sections 138 and 141 of the Negotiable Instruments Act, a complaint must allege that the accused directors were in charge of and responsible for the company's business at the relevant time. Once that basic averment is made, quashing under Section 482 CrPC is not ordinarily available unless the accused produce unimpeachable and uncontroverted material showing non-involvement. Mere reliance on disputed resignation documents or other factual assertions is insufficient where the resignation's effectiveness and the directors' responsibility remain contested. The Court held that these questions required trial, and the challenge to the summoning orders was rejected.

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Issues: Whether the summoning order and criminal proceedings under Sections 138 and 141 of the Negotiable Instruments Act, 1881 could be quashed under Section 482 of the Code of Criminal Procedure, 1973 on the basis that the petitioners had resigned as directors before the cheque was presented and were not unable for the company's day-to-day affairs.

Analysis: In a prosecution under Sections 138 and 141 of the Negotiable Instruments Act, 1881, the complaint must contain the basic averment that the accused directors were in charge of and responsible for the conduct of the company's business at the relevant time. Once such averments are made, the matter ordinarily proceeds to trial, and the accused bears the burden of producing unimpeachable and uncontroverted material to show that they were not in charge of the affairs of the company or that the prosecution would be an abuse of process. Mere reliance on resignation forms or disputed factual assertions, without sterling evidence showing that the resignation had taken effect and that the accused were not concerned with the transaction, is insufficient for quashing at the threshold. The Court also noted that the material relied upon by the petitioners did not conclusively establish their non-involvement, and the question of resignation, responsibility, and liability required trial.

Conclusion: The challenge to the summoning orders was not made out, and the petitions for quashing were rejected.

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