Director vicarious liability under cheque dishonour law requires specific averments of control over company business.

Vicarious liability of a director under Section 141 of the Negotiable Instruments Act arises only when the complaint specifically pleads that the accused was, at the relevant time, in charge of and responsible for the company's conduct of business. A bare assertion that directors took part in negotiations for financial assistance is insufficient, because liability under this statutory fiction requires strict compliance with the pleaded ingredients and cannot be inferred. Since the complaint lacked adequate averments to attract Section 141 against the appellant, the proceedings were liable to be quashed under Section 482 CrPC and the appeal succeeded.

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Issues: Whether the complaint contained the averments to fasten vicarious liability on the director under Section 141 of the Negotiable Instruments Act, 1881 and whether the proceedings could be quashed under Section 482 of the Code of Criminal Procedure, 1973.

Analysis: Liability of a director for an offence under Section 138 of the Negotiable Instruments Act, 1881 arises only when the complaint specifically pleads that, at the relevant time, the accused was in charge of and responsible for the conduct of the business of the company. A mere allegation that the directors participated in negotiations for obtaining financial assistance does not by itself establish that the director was responsible for the day-to-day affairs of the company. Vicarious liability is a legal fiction and can be fastened only on strict compliance with the statutory requirements; it cannot rest on inference alone.

Conclusion: The complaint did not contain sufficient allegations to attract Section 141 of the Negotiable Instruments Act, 1881 against the appellant, and the proceedings were liable to be quashed. The appeal succeeded.

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