Vicarious liability under cheque-bounce law requires specific pleadings of responsibility; bare assertions against directors are insufficient.

Section 141 of the Negotiable Instruments Act imposes vicarious criminal liability only where the complaint specifically pleads foundational facts showing that the accused was in charge of and responsible for the company's business, or that the offence occurred with consent, connivance, or neglect. Bare repetition of statutory language is insufficient for directors or officers who are not shown by designation alone to be liable. Managing directors, joint managing directors, and cheque signatories stand on a different footing. A prior resignation may be considered at the threshold where the record, including Form 32 and relevant dates, clearly shows the accused had ceased to hold office at the material time; otherwise the issue may require trial evidence.

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Issues: (i) Whether complaints under the Negotiable Instruments Act could proceed against directors or officers without specific averments showing that they were in charge of and responsible for the conduct of the company's business; (ii) whether a director's plea of prior resignation, supported by Form 32 and the surrounding dates, could be accepted at the threshold to quash the summoning order.

Issue (i): Whether complaints under the Negotiable Instruments Act could proceed against directors or officers without specific averments showing that they were in charge of and responsible for the conduct of the company's business.

Analysis: Liability under section 141 is vicarious and therefore an exception to the ordinary rule against criminal vicarious liability. The complaint must contain necessary averments showing how the accused falls within section 141. Mere reproduction of the statutory language, without indicating the role played by the accused or the basis for alleging responsibility, is insufficient for directors and other officers who are not covered merely by designation. The pleadings must disclose a clear case so that the accused knows the accusation and can answer it at trial. Managing directors, joint managing directors, and signatories to the cheque stand on a different footing, but for other directors or officers, specific facts are required.

Conclusion: Complaints containing only bald or generic assertions of responsibility were held not maintainable against such directors or officers, and the summoning orders against them were liable to be quashed.

Issue (ii): Whether a director's plea of prior resignation, supported by Form 32 and the surrounding dates, could be accepted at the threshold to quash the summoning order.

Analysis: A resignation plea cannot automatically succeed merely because it is asserted in the petition. Where the documentary record, including Form 32, shows that resignation was formally intimated before the offence or its material stages, the court may treat it as a relevant circumstance. Where, however, the asserted resignation is disputed or the statutory filing occurred after the alleged offence, the matter may require evidence at trial. The decisive consideration is whether the record clearly negates the accused's role at the relevant time.

Conclusion: Where the undisputed record showed that the accused was no longer a director at the relevant time, the proceedings were quashed; where the resignation remained a disputed question of fact, relief was declined at the threshold.

Final Conclusion: The judgment reaffirmed that criminal process under the cheque-bounce provisions cannot be issued mechanically against every director, and that only persons against whom the complaint and supporting material disclose a legally sufficient role, or whose involvement is otherwise established by designation or signing of the cheque, can be proceeded against.

Ratio Decidendi: For fastening vicarious criminal liability on directors or officers under section 141 of the Negotiable Instruments Act, the complaint must specifically plead the foundational facts showing that the accused was in charge of and responsible for the conduct of the company's business at the relevant time, or that the offence was committed with the accused's consent, connivance, or neglect; bare repetition of the statutory words is not enough.

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