Directors can only be held liable under the N.I. Act if the complaint explicitly states their role in the company's affairs at the time of the offence.

Headnote:(A) Negotiable Instruments Act, 1881 - Sections 138 and 141 - Petition under Section 482 Cr.P.C. - Complaint filed against Directors of company for cheque dishonour - Revisional Court set aside summons to one Director - Required averments for Director's liability not met according to lower court - Court reinforces that a Director can only be held liable if specifically averred that they were in-charge of affairs. (Paras 2, 6, 10, 16)

(B) The court reiterated the necessity of specific averments in complaints under Section 141 regarding the roles of Directors at the time of the offence, stating, 'this averment is an essential requirement of Section 141.' (Paras 9, 10)

(C) On consideration of legal standards, the court held that the requirements of Section 141 N.I. Act were prima facie satisfied, asserting that the summons should stand as no substantive evidence was presented refuting the Director's involvement. (Paras 14, 15)

Facts of the case:
The petitioner filed a complaint against a private limited company and its Directors for cheque dishonour of Rs. 1.30 crores. The Revisional Court quashed the summons for one Director, arguing allegations were insufficient regarding her role within the company.

Findings of Court:
The court found that basic averments regarding the Director's responsibilities were clearly made, and the evidence presented did not undermine her involvement.

Issues: The pivotal question was whether sufficient allegations were made against the Director in the complaint to justify her liability under the N.I. Act.

Ratio Decidendi: The court emphasized that a complaint under Section 138/141 must include specific allegations concerning the accused's degree of control and responsibility in the company.

Result: The petition was allowed, and the Revisional Court's order was set aside.

Table of Content
1. complaint filed under section 138 n.i. act (Para 1 , 2)
2. arguments regarding director's liability (Para 3 , 4)
3. legal requirements for summoning under section 138 n.i. act (Para 6 , 7 , 12 , 14)
4. averments necessary for director's liability (Para 9 , 10 , 11)
5. court's decision to allow the petition and set aside order (Para 15 , 16 , 17)

JUDGMENT

Manoj Kumar Ohri, J. (Oral)--The present petition has been filed under Section 482 Cr.P.C. on behalf of the petitioner assailing the order dated 30.09.2020 passed by the Principal District & Sessions Judge, Patiala House Courts, New Delhi in Criminal Revision No. 64/2020 arising out of Complaint Case No. 3011/2019 filed under Section 138 of the Negotiable Instruments Act, 1881 (hereinafter referred to as the N.I. Act) read with Section 142 N.I. Act. Vide the aforesaid order, the Revisional Court has set aside the order of summoning passed by the Trial Court qua respondent No. 2, i.e., Pranati Samal.

2. Briefly stated, the facts involved in the present case are that the petitioner filed the aforesaid complaint under Section 138 N.I. Act against M/s Samal Infra Projects Pvt. Ltd. (hereinafter referred to as `the accused company') and respondent Nos. 1 and 2 who are stated to be Directors of the accused company. It was stated in the complaint that the accused company had business relations with the petitioner company, in terms of which the accused company had been allowed to supply material and labour for a project. However, on account of untimely supply of material and labour, the project was delayed. The accused company issued a cheque towards its part liability for Rs.1.30 crores which, on presentation, got dishonoured. Subsequently, the petitioner company received return memo dated 25.01.2019 and discovered that the cheque got dishonoured because it was stopped by the Drawer bank. A legal notice raising the demand for the outstanding liability was issued by the petitioner company, however, the amount remaining unpaid, the aforementioned complaint came to be filed.

3. Mr. Vinay Shanker Dubey, learned counsel for the petitioner, while assailing the impugned order, submits that the accused company is a private limited company having only two Directors, i.e., respondent No. 2 and her husband, namely Minaketan Samal and thus, respondent No. 2 was rightly summoned by the Trial Court. It is further contended that the Revisional Court has failed to appreciate that necessary averments were made in the complaint against respondent No. 2 by stating that she was one of the Directors in the accused company and that she was responsible for the day-to-day affairs of the company. Learned counsel has also placed reliance upon the balance sheets of the accused company for the relevant years, which were signed by respondent No. 2 in the capacity of Director, along with her husband/co-accused, to submit that she was in-charge of and responsible for conduct of the business of the accused company.

4. Learned counsel for respondent No. 2, on the other hand, has supported the impugned order. She submits that no specific averments have been made in the complaint regarding the role of respondent No. 2 in the affairs of the accused company and/or the transaction in question. She further submits that respondent No. 2, albeit a Director of the accused company, was not involved in its financial affairs and did not sign the cheques in question. Thus, no liability under Sections 138 /141 N.I. Act could be attributed to her merely on account of the position held by her in the accused company.

5. I have heard learned counsels for the parties and also perused the entire material placed on record.

6. The law on summoning of an accused for the offence punishable under Section 138 N.I. Act has been enunciated by the Supreme Court time and again. It has been propounded that before summoning an accused under Section 138 N.I. Act, the Magistrate shall examine the nature of the allegations