Director liability under Section 141 requires specific averment; inherent powers under Section 482 remain available despite revision.

A company director cannot be proceeded against under Section 141 of the Negotiable Instruments Act unless the complaint specifically averred that she was in charge of and responsible for the company's business when the offence occurred; mere status as a director and signing board resolutions were insufficient, so quashing was justified. A petition under Section 482 CrPC was also maintainable despite an earlier revision under Section 397 on the same grounds, because inherent jurisdiction remains available to prevent abuse of process and secure the ends of justice. The contrary view was erroneous, and the proceedings against the appellant were quashed.

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Issues: (i) Whether a director could be proceeded against under Section 141 of the Negotiable Instruments Act, 1881 on the basis of a complaint that lacked a direct averment that she was in charge of and responsible for the conduct of the company's business, and relied mainly on her having signed board resolutions. (ii) Whether a petition under Section 482 of the Code of Criminal Procedure, 1973 could be entertained after a revision under Section 397 of the same Code had been preferred on the same grounds.

Issue (i): Whether a director could be proceeded against under Section 141 of the Negotiable Instruments Act, 1881 on the basis of a complaint that lacked a direct averment that she was in charge of and responsible for the conduct of the company's business, and relied mainly on her having signed board resolutions.

Analysis: Liability under Section 141 requires a specific averment that, at the time of the offence, the accused was in charge of and responsible for the conduct of the company's business. Mere designation as a director is insufficient. The complaint must contain a basic foundational assertion, and in the absence of such an allegation, summons against the director cannot be sustained unless there is unimpeachable material showing that prosecution would be an abuse of process. Signing board resolutions, without more, does not establish day-to-day control over business affairs or satisfy the statutory requirement.

Conclusion: The prosecution against the appellant could not be sustained on the pleaded material, and quashing was justified.

Issue (ii): Whether a petition under Section 482 of the Code of Criminal Procedure, 1973 could be entertained after a revision under Section 397 of the same Code had been preferred on the same grounds.

Analysis: The existence of a revision does not by itself bar exercise of inherent jurisdiction under Section 482. That power remains available to prevent abuse of process and secure the ends of justice, though it must be exercised sparingly and with circumspection. The High Court's view that the earlier revision automatically narrowed or excluded the later inherent-jurisdiction petition was inconsistent with the settled law.

Conclusion: The petition under Section 482 was maintainable, and the High Court's contrary view was erroneous.

Final Conclusion: The impugned orders were set aside and the proceedings against the appellant were quashed, while no prejudice was to be caused to the trial of the co-accused.

Ratio Decidendi: In a prosecution against a company's director under Section 141 of the Negotiable Instruments Act, 1881, a specific averment that the director was in charge of and responsible for the conduct of the business is indispensable, and the High Court's inherent power under Section 482 of the Code of Criminal Procedure, 1973 remains available despite an earlier revision on the same matter.

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