Vicarious liability under the Negotiable Instruments Act requires arraignment of the partnership firm before prosecuting a partner alone.

Section 141 of the Negotiable Instruments Act creates vicarious liability for partners or persons in charge only where the firm, treated as a "company" for this purpose, is itself shown to have committed the Section 138 offence. Because the provision is penal and must be strictly construed, prosecution of a partner alone is not sustainable when the partnership firm is not arraigned as an accused. On that basis, complaints against the partner alone were held not maintainable, and quashing under Section 482 of the Code of Criminal Procedure was justified.

---

---

Issues: Whether a partner or administrator of a partnership firm can be prosecuted for an offence under Section 138 of the Negotiable Instruments Act, 1881 when the partnership firm itself is not arraigned as an accused.

Analysis: Section 141 of the Negotiable Instruments Act, 1881 creates vicarious liability for persons in charge of the business of a company, and the Explanation includes a firm within the expression "company" while treating a partner as a director. The provision, being penal in nature, requires strict construction. The governing principle is that commission of the offence by the company or firm is a condition precedent for fastening vicarious liability on its partners or officers. In the absence of the firm being made an accused, the statutory basis for prosecuting the partner alone is not satisfied.

Conclusion: The complaints were not maintainable against the partner alone without arraigning the partnership firm as an accused, and quashing under Section 482 of the Code of Criminal Procedure, 1973 was justified.

---