Company liability for cheque dishonour can proceed even without separate prosecution of directors under the Negotiable Instruments Act.

Section 141 of the Negotiable Instruments Act is explained as fastening liability on both the company and the persons in charge of its business at the time of the offence. The article states that prosecution of the company is not dependent on simultaneous prosecution of its directors or other officers, so a complaint directed against the company remains maintainable even if no separate prosecution is launched against its director. It also distinguishes decisions dealing with the need for specific averments against directors or partners, noting that those authorities do not control the maintainability of proceedings against the company itself.

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Issues: Whether a company can be prosecuted for dishonour of cheque under Section 138 read with Section 141 of the Negotiable Instruments Act in the absence of prosecution of the person in charge of its affairs or other directors.

Analysis: Section 141 fastens liability on the company as well as on persons who, at the time of the offence, were in charge of and responsible to the company for the conduct of its business. The statutory scheme does not make prosecution of the company dependent on simultaneous prosecution of its directors or other officers. The complaint in the present case was directed against the company, and the absence of an independent prosecution against the director did not render the proceedings against the company defective. The authorities relied on by the respondent concerned the separate question whether a director or partner can be proceeded against without necessary averments of responsibility, which did not govern the maintainability of the complaint against the company itself.

Conclusion: The company was liable to be prosecuted despite non-prosecution of its director or other persons in charge, and the order discharging the accused could not stand.

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