Vicarious liability under the Negotiable Instruments Act requires clear averments, and disputed facts will not justify quashing proceedings.

A complaint invoking vicarious liability under Section 141 of the Negotiable Instruments Act must contain clear averments that the accused was, at the relevant time, in charge of and responsible for the company's business; mere designation is insufficient and such penal provisions are strictly construed. Where the complaint specifically alleges that the petitioner placed the order and issued the cheques, and the accused do not deny liability in reply to the statutory notice, the objections raise disputed questions of fact. Those factual disputes are not suitable for exercise of inherent jurisdiction to quash the proceedings, so the complaint may proceed.

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Issues: Whether the criminal original petition seeking quashing of the complaint and proceedings was liable to be allowed in view of the requirements of vicarious liability under Section 141 of the Negotiable Instruments Act, 1881.

Analysis: A complaint seeking to fasten liability under Section 141 must contain clear averments showing that the accused was, at the relevant time, in charge of and responsible for the conduct of the business of the company. Mere designation is not enough, and penal provisions creating vicarious liability are to be strictly construed. Here, the complaint specifically alleged that the first petitioner, representing the second petitioner, placed the order and issued the cheques. The petitioners also failed to reply to the statutory notice denying liability. The objections raised by them involved disputed questions of fact, which are not fit for exercise of inherent jurisdiction to quash proceedings.

Conclusion: The petition for quashing was not maintainable and the complaint was allowed to proceed.

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