Vicarious liability in cheque dishonour cases requires specific averments linking a director to company business and cheque issuance.

Vicarious criminal liability under Section 141 of the Negotiable Instruments Act arises only where the complaint contains specific averments showing that the person sought to be arraigned was in charge of, and responsible for, the company's business at the relevant time. A mere description as a director is insufficient unless the pleading also links that person to the conduct of the transaction or issuance of the cheques. Applying that principle, the Orissa HC found that the complaint attributed the principal role to the managing director and did not make the petitioner's responsibility specific enough to sustain proceedings against her. The cognizance order was therefore set aside insofar as it related to her.

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Issues: Whether a director could be subjected to vicarious criminal liability for an offence under the Negotiable Instruments Act in the absence of specific averments that she was in charge of the company's business and connected with the issuance of the cheques.

Analysis: Liability of officers of a company under Section 141 of the Negotiable Instruments Act is exceptional and can arise only when the statutory conditions are strictly satisfied. The complaint must contain necessary averments showing the role of the person sought to be made liable and the basis on which vicarious liability is attracted. Mere description of a person as a director, without an allegation that she was a director on the relevant date or was responsible for the conduct of the business when the cheques were issued, is insufficient. On the pleadings, the principal role was attributed to the managing director, while the petitioner was only named as a director with no specific allegation of responsibility for the transaction.

Conclusion: The petitioner could not be made vicariously liable on the complaint as framed, and the cognizance order was unsustainable against her.

Final Conclusion: The proceeding was interfered with only to the extent of the petitioner, and the cognizance order was set aside insofar as it related to her.

Ratio Decidendi: Vicarious liability for cheque dishonour against a company officer arises only when the complaint contains specific averments establishing the statutory role and responsibility of that person at the relevant time.

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