Strict pleading for vicarious liability under cheque dishonour law protects non-executive directors from prosecution without specific averments.

Vicarious liability under Section 141 of the Negotiable Instruments Act, 1881 is strictly construed, so a complaint must contain specific averments that the accused was in charge of and responsible for the company's business when the offence occurred. Mere designation as a director is insufficient, and a non-executive director who does not manage day-to-day affairs is not automatically exposed to prosecution. On the pleadings described, the complaints did not provide a factual basis for proceeding against the directors and did not address their replies, so the criminal complaints were liable to be quashed.

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Issues: Whether non-executive directors of the company could be proceeded against under Section 141 of the Negotiable Instruments Act, 1881 in the absence of specific averments showing that they were in charge of or responsible for the conduct of the business of the company at the time of the offence.

Analysis: Liability under Section 141 of the Negotiable Instruments Act, 1881 is vicarious and must be strictly construed. Mere status as a director is not enough; the complaint must contain specific averments that the person sought to be prosecuted was in charge of and responsible for the conduct of the business of the company when the offence was committed. A non-executive director, who does not manage the day-to-day affairs of the company, does not fall within the automatic reach of Section 141. The complaints in question did not acknowledge the replies sent on behalf of the petitioners and did not set out any factual basis explaining why they were to be proceeded against, despite the petitioners' assertion that they had no role in the day-to-day business of the company.

Conclusion: The petitioners could not be fastened with vicarious liability under Section 141 of the Negotiable Instruments Act, 1881 on the pleadings as framed, and the criminal complaints against them were liable to be quashed.

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