Vicarious liability under the Negotiable Instruments Act requires specific averments showing control, responsibility, or consent before directors can be prosecuted.

Vicarious liability under Section 141 of the Negotiable Instruments Act attaches only where the complaint contains specific averments and supporting material showing that a director was in charge of and responsible for the company's business at the time of the offence, or that the offence was committed with that person's consent, connivance or neglect. In the absence of such foundational facts, non-managing directors cannot be proceeded against merely by virtue of their office, and charge under Section 138 read with Section 141 cannot be sustained.

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Issues: Whether non-managing directors could be proceeded against and charge framed under Section 138 read with Section 141 of the Negotiable Instruments Act, 1881 in the absence of specific averments or prima facie material showing that they were in charge of and responsible for the conduct of the company's business, or that the offence was committed with their consent, connivance or neglect.

Analysis: Liability under Section 141 is attracted only to two categories of persons: those who were in charge of and responsible to the company for the conduct of its business at the time of the offence, and those other officers against whom the complaint contains averments or material showing consent, connivance or neglect. Since the provision creates penal consequences, it must be construed strictly. The complaint and pre-summoning evidence did not contain any specific averment, nor any prima facie material, suggesting that the petitioners were responsible for the day-to-day conduct of the company or had any role in the commission of the offence. In the absence of such foundational facts, vicarious liability could not be fastened and the charge could not be sustained.

Conclusion: The petitioners could not be roped in under Section 141, and the order framing charge against them was unsustainable.

Ratio Decidendi: For prosecution of company directors under Section 141 of the Negotiable Instruments Act, 1881, the complaint must contain specific averments and supporting material showing that they were in charge of and responsible for the company's business, or that the offence occurred with their consent, connivance or neglect; absent such foundational facts, vicarious liability cannot be imposed.

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