Vicarious liability in cheque dishonour complaints: substance of averments can suffice to proceed against a director.

A cheque dishonour complaint against a director was not quashed because the complaint, read as a whole, disclosed a sufficient foundation for vicarious liability under Section 141 of the Negotiable Instruments Act, 1881. In proceedings under Section 482 CrPC, exact reproduction of statutory wording is not essential if the substance of the allegations shows that the person was in charge of and responsible for the company's business at the relevant time. The complaint contained several references to the director's involvement in the company's affairs and the transaction underlying the cheque, so the absence of a verbatim averment was not fatal. The challenge to quash the complaint therefore failed.

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Issues: Whether the complaint under Section 138 of the Negotiable Instruments Act, 1881 was liable to be quashed under Section 482 of the Code of Criminal Procedure, 1973 against the director on the ground that the complaint did not contain sufficient averments to attract vicarious liability under Section 141 of the Negotiable Instruments Act, 1881.

Analysis: The complaint was examined as a whole to see whether it disclosed the necessary foundation for proceeding against the director. The governing principle is that, in a prosecution for dishonour of cheque against a company, a person can be made liable under Section 141 only if the complaint, read in substance, shows that he was in charge of and responsible for the conduct of the business of the company at the relevant time. Exact reproduction of statutory language is not indispensable, but the pleadings must disclose the substance of the accusation. Applying that principle, the Court found that the complaint contained several references indicating the applicant's involvement in the company's affairs and in the transaction that gave rise to the cheque. The absence of a verbatim averment was held not fatal where the overall allegations prima facie brought the case within Section 141.

Conclusion: The complaint was not liable to be quashed against the applicant and the challenge failed.

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