Vicarious liability under the Negotiable Instruments Act requires specific averments against directors who resigned before the alleged offence.

A director who had resigned before the relevant transaction and cheque issuance cannot be made vicariously liable under Section 141 of the Negotiable Instruments Act unless the complaint specifically alleges that the director was in charge of and responsible for the company's business at the time of the offence. Certified Form No. 32 was treated as reliable proof of prior resignation, and the absence of specific averments in the complaint was sufficient to show that continuation of criminal proceedings against the resigned directors was unjustified. Proceedings against those directors were therefore quashed, while the case against the remaining accused was left undisturbed.

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Issues: Whether criminal proceedings under the Negotiable Instruments Act could be quashed against directors who had resigned from the company before the alleged transaction and issuance of cheques, on the basis of certified Form No. 32 and the absence of any averment showing that they were in charge of and responsible for the conduct of the company's business at the relevant time.

Analysis: The certified copies of Form No. 32 produced by the petitioners were treated as public documents and accepted as reliable proof of their resignation from the directorship prior to the relevant dates. On that basis, the petitioners were found not to have been in office when the alleged transaction and cheque issuance took place. Liability under Section 141 of the Negotiable Instruments Act attaches only to persons who were in charge of and responsible for the conduct of the company's business at the time of commission of the offence. The complaint did not contain specific averments explaining how the petitioners were so , and the documents placed on record were sufficient to show that continuation of proceedings against them would be unjustified.

Conclusion: The proceedings against the petitioners were liable to be quashed, as vicarious liability under Section 141 could not be fastened on them after their resignation from directorship.

Final Conclusion: The petitions succeeded and the criminal complaints were set aside insofar as the petitioners were concerned, while the proceedings against the remaining accused were left unaffected.

Ratio Decidendi: A director who had resigned before the relevant transaction and cheque issuance cannot be proceeded against under Section 141 of the Negotiable Instruments Act unless the complaint specifically shows that the director was in charge of and responsible for the company's business at the time of the offence.

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