Mandatory arraignment of the company is required before vicarious liability for cheque dishonour can be fastened on officers.

Section 141 of the Negotiable Instruments Act, 1881 imposes only vicarious criminal liability, so the company or other juristic person that committed the cheque dishonour offence must be arraigned as an accused before liability can be fastened on persons in charge. The rule in Aneeta Hada was treated as a mandatory condition precedent and applied to pending trials, appeals, revisions and special leave matters. Where the company or association was not made an accused, the prosecution could not be maintained against the other accused persons, and the resulting convictions could not stand.

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Issues: Whether a prosecution for dishonour of cheque under Section 138 read with Section 141 of the Negotiable Instruments Act, 1881 is maintainable against the persons in charge when the company or association on whose behalf the cheque was issued has not been arraigned as an accused, and whether the rule in Aneeta Hada applies to pending matters.

Analysis: Section 141 creates only vicarious liability for offences committed by the company or juristic person, and strict construction requires the principal offender to be before the court as a condition precedent. The decision in Aneeta Hada authoritatively held that arraigning the company as an accused is imperative for prosecuting the other persons vicariously liable under the provision. On that basis, the Court held that the rule governs pending trials, appeals, revisions and special leave matters, and the convictions could not be sustained where the company or association was not made an accused.

Conclusion: The prosecution was not maintainable without arraigning the company or association as an accused, and the conviction and sentence were set aside; the appellants were acquitted.

Ratio Decidendi: For an offence under Section 141 of the Negotiable Instruments Act, 1881, arraignment of the company or juristic person as an accused is a mandatory condition precedent to fastening vicarious criminal liability on other persons in charge.

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