Vicarious liability under Negotiable Instruments law requires specific pleadings that directors controlled company business when the offence occurred.

Section 141 of the Negotiable Instruments Act applies only where the complaint contains factual averments that the accused director was in charge of and responsible for the company's business when the offence was committed. A bare description as a director is insufficient to attract vicarious liability. Here, the complaint attributed the transaction and cheque to the company and its managing director, but did not plead specific facts satisfying the statutory requirement against the petitioners. The prosecution could therefore not be sustained against them, and the complaint and summoning order were quashed as to the petitioners.

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Issues: Whether the complaint and summoning order under the Negotiable Instruments Act could be quashed against the petitioners, who were directors, when the complaint contained no specific averment that they were in charge of and responsible for the conduct of the company's business at the time of the offence.

Analysis: Section 141 of the Negotiable Instruments Act creates vicarious liability for persons who were in charge of and responsible to the company for the conduct of its business when the offence was committed. A mere description as director is not enough unless the complaint contains the necessary factual allegation bringing the person within the statutory requirement. The complaint here attributed the transaction and the cheque to the company and its managing director, but did not contain allegations against the petitioners satisfying Section 141. In such circumstances, the prosecution against them could not be sustained.

Conclusion: The complaint and summoning order were quashed against the petitioners.

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