Basic averment for vicarious liability under the Negotiable Instruments Act can sustain cognizance; factual defence belongs at trial.

For prosecution under Section 141 of the Negotiable Instruments Act, a complaint must contain a basic averment that the accused were in charge of and responsible for the company's business at the relevant time. Where the complaint described the accused as managing the company and acting as authorised signatories, that foundational pleading was sufficient to justify cognizance and summons. The truth of those assertions, including whether the accused were actually responsible for the business, is ordinarily a matter for trial and not for quashing at the threshold. The complaint was therefore held sufficient to proceed.

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Issues: Whether the complaint contained sufficient averments to attract vicarious liability under Section 141 of the Negotiable Instruments Act, 1881, and justify cognizance and issuance of summons against the applicants.

Analysis: Liability of persons other than the company under Section 141 arises when the complaint contains a basic assertion that they were in charge of and responsible for the conduct of the company's business at the time of the offence. The complaint described the applicants as the persons managing the company and as authorized signatories, and the sufficiency of those averments could not be finally tested at the stage of cognizance. Questions whether they were in charge of the business, whether they were directors, and whether the company records supported their defence were matters requiring evidence at trial rather than examination in proceedings for quashing.

Conclusion: The complaint disclosed the necessary foundational averments for proceeding against the applicants, and the orders taking cognizance and issuing summons were .

Final Conclusion: The petition for quashing failed, and the impugned cognizance and summoning orders were upheld.

Ratio Decidendi: For prosecution of company under Section 141 of the Negotiable Instruments Act, 1881, a complaint need only contain a basic averment that the accused were in charge of and responsible for the conduct of the company's business at the relevant time; the truth of that assertion is ordinarily a matter for trial and not for quashing at the threshold.

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