Director vicarious liability under cheque dishonour law requires specific averments linking the director to company business and offence.

Vicarious criminal liability of a director under section 141 of the Negotiable Instruments Act is not automatic from holding office; the complaint must contain specific averments showing that the director 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 consent, connivance, or neglect. Vague allegations are insufficient, and where the pleadings do not satisfy these requirements, cognisance against the director cannot be sustained. On the pleaded facts, the allegations against the petitioner-director were found inadequate, while the managing director was stated to have issued the cheque, and the cognisance order was quashed.

---

---

Issues: Whether the complaint contained the specific averments required under section 141 of the Negotiable Instruments Act, 1881 to make the petitioner-director vicariously liable for the offence under section 138 and sustain the order of cognisance.

Analysis: Liability of a director under section 141 is not automatic merely because of the office held. The provision creates vicarious criminal liability and is to be strictly construed. A complaint must contain clear and specific averments showing how and in what manner the director was in charge of and responsible for the conduct of the business of the company at the relevant time, or that the offence was committed with the director's consent, connivance, or neglect. On the complaint as pleaded, the allegations against the petitioner were found to be vague and insufficient, while the managing director was the person stated to have issued the cheque.

Conclusion: The complaint did not satisfy the requirements of section 141 against the petitioner, and the order of cognisance against her was quashed.

---