Specific averments are required to fasten vicarious liability on a company director under the Negotiable Instruments Act.

A director cannot be made vicariously liable for an offence under the Negotiable Instruments Act unless the complaint specifically pleads that she was in charge of and responsible for the company's business at the relevant time. A bare statement that the accused was a director, or that directors generally managed the company, is insufficient. On the facts stated, the complaint lacked the required factual averments linking the petitioner to day-to-day conduct of the business, so the criminal proceedings were liable to be quashed against her.

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Issues: Whether the complaint contained the specific averments necessary to make the petitioner, a director of the drawer company, vicariously liable for the offence under section 138 of the Negotiable Instruments Act, 1881, and whether the criminal proceedings were liable to be quashed.

Analysis: Liability for an offence by a company does not automatically extend to every director or officer. For prosecution under section 141 of the Negotiable Instruments Act, 1881, the complaint must contain a clear and specific assertion that the accused was in charge of and responsible for the conduct of the business of the company at the time of the offence. A bare recital that a person was a director or that directors were generally in charge of the company is not enough. The complaint in this case did not set out any specific factual basis showing how the petitioner was responsible for the day-to-day affairs of the company or how she attracted vicarious liability.

Conclusion: The complaint was insufficient to proceed against the petitioner, and the proceedings were liable to be quashed in so far as she was concerned.

Final Conclusion: The petition succeeded and the criminal case was terminated against the petitioner.

Ratio Decidendi: A director cannot be subjected to vicarious liability under section 141 of the Negotiable Instruments Act, 1881 unless the complaint contains specific averments showing that she was in charge of and responsible for the conduct of the company's business at the relevant time.

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