Vicarious liability for cheque dishonour requires specific averments that a director managed the company's business at the relevant time.

Section 141 of the Negotiable Instruments Act imposes vicarious criminal liability on company officers only on strict pleadings showing that the accused was, at the time of the offence, in charge of and responsible for the conduct of the company's business. Mere recital that a person was a director, or a bald repetition of the statutory language, is insufficient. Managing directors, joint managing directors, and the signatory of the dishonoured cheque are ordinarily covered by their roles, but other directors require specific factual averments linking them to the business affairs at the relevant time. In the absence of such allegations, the prosecution against the director cannot be sustained.

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Issues: Whether a director of a company can be proceeded against under section 141 of the Negotiable Instruments Act, 1881 without specific averments in the complaint that, at the time of the offence, he was in charge of and responsible for the conduct of the business of the company, and whether the complaints and summoning orders against the respondents satisfied that requirement.

Analysis: Section 141 creates vicarious criminal liability and is to be strictly construed. A complaint must specifically plead how and in what manner the accused director was in charge of and responsible for the conduct of the business of the company at the relevant time. Mere reproduction of the statutory language, or a bald statement that a person was a director or was in charge of the company, is not enough. Liability does not attach to every director by default; it attaches to those who were actually responsible for the business at the time of the offence. A managing director or joint managing director is ordinarily covered by virtue of the office held, and the signatory of the dishonoured cheque is also directly implicated, but for other directors specific factual averments are imperative. On the facts, the complaints lacked such specific averments against the respondents, and the materials showed that they were not connected with the affairs of the company at the relevant time.

Conclusion: The complaints did not satisfy the requirements of section 141 against the respondents, and the summoning orders were rightly quashed.

Final Conclusion: Criminal process against a company director for dishonour of cheque cannot be sustained unless the complaint contains clear, specific allegations showing that the director was in charge of and responsible for the company's business at the relevant time; in the absence of such averments, the prosecution fails.

Ratio Decidendi: Vicarious liability under section 141 of the Negotiable Instruments Act, 1881 arises only on specific pleadings and proof that the accused was, at the time of the offence, in charge of and responsible for the conduct of the company's business; absent such averments, a director cannot be made criminally liable merely by reason of office held.

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