Specific averments for company liability under cheque dishonour law are required; directorship alone does not create responsibility.

Vicarious criminal liability under section 141 of the Negotiable Instruments Act arises only where the complaint specifically pleads facts showing that the accused was, at the relevant time, in charge of and responsible for the company's business; a bare reference to designation is insufficient. Mere status as a director does not by itself fasten liability, because responsibility depends on actual role and involvement. A Managing Director, Joint Managing Director, or the signatory of the dishonoured cheque may still be proceeded against where the statutory requirements are otherwise satisfied, including the basis for liability under section 141(2).

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Issues: (i) Whether, in a complaint under section 141 of the Negotiable Instruments Act, 1881, it is necessary to specifically aver that the accused was in charge of and responsible for the conduct of the business of the company at the time of the offence. (ii) Whether a person is deemed to be in charge of and responsible for the conduct of the business of the company merely because he is a director. (iii) Whether a Managing Director, Joint Managing Director, or the signatory of the dishonoured cheque can be proceeded against on the basis of the complaint.

Issue (i): Whether, in a complaint under section 141 of the Negotiable Instruments Act, 1881, it is necessary to specifically aver that the accused was in charge of and responsible for the conduct of the business of the company at the time of the offence.

Analysis: Section 141 creates vicarious criminal liability and is therefore to be construed strictly. A Magistrate issuing process must be satisfied on the basis of the complaint itself that the essential ingredients of the offence are disclosed. The complaint must contain facts showing that the person sought to be made liable was, at the relevant time, in charge of and responsible for the conduct of the business of the company. Mere general allegations or a bare reference to designation do not satisfy the statutory requirement.

Conclusion: Specific averment is essential, and without it the requirement of section 141 is not met.

Issue (ii): Whether a person is deemed to be in charge of and responsible for the conduct of the business of the company merely because he is a director.

Analysis: The role of a director depends on the facts and the functions assigned within the company. There is no universal presumption that every director manages day-to-day affairs or is responsible for business conduct. Liability under section 141 attaches to the person's actual role and involvement, not to designation alone. The statutory language does not create a deeming rule that all directors are liable merely by reason of office.

Conclusion: Mere status as a director is not enough to fasten liability under section 141.

Issue (iii): Whether a Managing Director, Joint Managing Director, or the signatory of the dishonoured cheque can be proceeded against on the basis of the complaint.

Analysis: By virtue of their office, a Managing Director and a Joint Managing Director are ordinarily in charge of the company and responsible for its business, unless they bring themselves within the statutory defence. The signatory of the cheque is directly connected with the incriminating act and falls within the scope of section 141(2) where the offence is attributable to consent, connivance, or neglect, and is also plainly linked to the transaction complained of.

Conclusion: Such persons can be proceeded against in appropriate cases.

Final Conclusion: The reference was answered by holding that complaints under section 141 must contain specific foundational averments, that directorship alone does not create liability, and that Managing Directors, Joint Managing Directors, and cheque signatories may still be proceeded against when the statutory requirements are satisfied.

Ratio Decidendi: Vicarious criminal liability under section 141 of the Negotiable Instruments Act, 1881 arises only when the complaint specifically pleads facts showing that the accused was, at the relevant time, in charge of and responsible for the conduct of the business of the company; designation alone does not suffice.

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