Director vicarious liability under the Negotiable Instruments Act requires specific averments of control and responsibility, not mere designation.

Vicarious liability of a company director under Section 141 of the Negotiable Instruments Act arises only where the complaint contains clear, specific and sufficient averments that, at the relevant time, the director was in charge of and responsible for the conduct of the company's business. Mere designation as a director is not enough. An isolated assertion that the director transferred funds from a personal account, without particulars showing active involvement in the company's day-to-day affairs or a defined role in the transaction, is insufficient to sustain criminal liability. The complaint must therefore disclose the necessary factual foundation before proceedings can continue against the director.

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Issues: Whether the criminal proceedings against a company director could be quashed for want of specific averments showing that he was in charge of and responsible for the conduct of the company's business so as to attract vicarious liability under the Negotiable Instruments Act.

Analysis: Liability of a director for an offence by a company under Section 141 of the Negotiable Instruments Act, 1881 arises only when the complaint contains specific and sufficient allegations that, at the time of commission of the offence, the director was in charge of and responsible to the company for the conduct of its business. Mere status as a director is not enough. A solitary assertion that the director transferred money from his personal account, without particulars showing active participation in the company's day-to-day affairs or a specific role in the transaction, is insufficient to fasten criminal liability. The complaint therefore lacked the requisite foundation to proceed against the petitioner for the alleged offences.

Conclusion: The proceedings against the petitioner were liable to be quashed, as the complaint did not make out the ingredients necessary to attract vicarious liability under Section 141 of the Negotiable Instruments Act, 1881.

Ratio Decidendi: A company director can be prosecuted for an offence by the company only on the basis of clear and specific averments showing that he was in charge of and responsible for the conduct of the business at the relevant time; bare assertions or isolated payment-related acts do not suffice.

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