Specific averments needed to fasten vicarious liability on company directors in cheque dishonour prosecutions.

For vicarious liability under Section 141 of the Negotiable Instruments Act, a complaint must specifically aver that the accused director or officer was in charge of and responsible for the company's business at the relevant time. Mere designation as a director is insufficient. Where the complaint lacks clear and unambiguous pleadings setting out the accused's role in the transaction, criminal process under Sections 138 and 141 cannot be sustained against that person. On the facts described, the complaint did not contain the necessary foundational averments, so quashing of the proceedings was justified and the order was upheld.

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Issues: Whether, in a prosecution under Sections 138 and 141 of the Negotiable Instruments Act, 1881, the complaint must contain specific averments that the accused directors were in charge of and responsible for the conduct of the company's business at the relevant time, and whether the proceedings against them were liable to be quashed for want of such averments.

Analysis: Section 138 creates the offence of dishonour of cheque, while Section 141 fastens vicarious liability on persons connected with the company only if they were in charge of and responsible to the company for the conduct of its business when the offence was committed. Mere designation as a director is not enough. A complaint seeking to prosecute such persons must contain clear and unambiguous averments setting out their role and responsibility in the transaction. In the absence of such specific averments or supporting material, the statutory requirement is not satisfied and criminal process cannot be sustained against them merely on the basis of their position in the company.

Conclusion: The complaint did not disclose the necessary foundational averments against the respondents, and the quashing of the proceedings was justified.

Final Conclusion: The appeal failed, and the order quashing the proceedings against the respondents was upheld.

Ratio Decidendi: For fastening vicarious liability under Section 141 of the Negotiable Instruments Act, 1881, the complaint must specifically aver that the accused was in charge of and responsible for the conduct of the company's business at the relevant time; absent such averments, process against the director or other officer cannot be sustained.

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