Vicarious liability under the Negotiable Instruments Act requires specific facts; summoning of company officers was upheld.

In a prosecution under the Negotiable Instruments Act, criminal liability of non-signatory directors or officers depends on the complaint disclosing clear, specific foundational facts showing that they were in charge of and responsible for the company's business. Mere repetition of statutory language is insufficient, but where the complaint and surrounding record indicate the company undertook the transaction, agreed to refund the amount, and the petitioners were connected with management, the summoning order will not be quashed at the threshold. The challenge to the criminal proceedings was rejected and the matter was allowed to continue.

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Issues: Whether the summoning order and criminal proceedings under the Negotiable Instruments Act were liable to be quashed for want of specific averments showing that the petitioners, as directors or officers of the company, were in charge of and responsible for the conduct of its business.

Analysis: For fastening liability under Section 141 of the Negotiable Instruments Act, a complaint against persons other than the signatory must contain clear and specific averments showing their role, position, and responsibility in the company's business. Mere reproduction of statutory language is insufficient for non-signatory directors or officers. At the same time, the complaint and surrounding record showed that the company had undertaken the transaction, agreed to refund the amount, and the petitioners were described as persons connected with the management of the company. The Court relied on the settled principle that a company acts through its directors and that the threshold for summoning is whether the complaint discloses the foundational facts necessary to proceed.

Conclusion: The petitioners failed to show any legal infirmity in the summoning order. The complaint disclosed sufficient basis to proceed, and the challenge to the criminal proceedings was rejected.

Final Conclusion: The petition for quashing was dismissed and the impugned proceedings were allowed to continue.

Ratio Decidendi: In a prosecution under Sections 138 and 141 of the Negotiable Instruments Act, a complaint must disclose specific foundational facts to show vicarious liability of directors or officers, and where such material exists, the summoning order will not be quashed at the threshold.

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