Vicarious liability under the Negotiable Instruments Act requires specific averments against a company director before prosecution can continue.

Criminal proceedings under Section 138 of the Negotiable Instruments Act cannot be sustained against a company director unless the complaint contains specific averments that she was in charge of and responsible for the conduct of the company's business. A bare statement that the accused is a director is insufficient to attract vicarious liability under Section 141. Where the complaint does not explain the director's role in the issuance of the cheques and the cheques were not signed by her, continuation of the prosecution amounts to abuse of process, and the proceedings are liable to be quashed.

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Issues: Whether criminal proceedings under Section 138 of the Negotiable Instruments Act, 1881 could be quashed against a company director in the absence of specific averments showing that she was in charge of and responsible for the conduct of the company's business.

Analysis: Section 141 of the Negotiable Instruments Act, 1881 creates vicarious liability for offences by companies only where the complaint contains necessary averments that the accused director was in charge of and responsible to the company for the conduct of its business. A bare assertion that a person is a director is not enough. The complaint did not attribute any specific role to the petitioner, did not state how she was responsible for issuance of the cheques, and the cheques were not signed by her. In these circumstances, continuation of the criminal case would amount to abuse of process of law.

Conclusion: The proceedings against the petitioner were liable to be quashed for want of the requisite averments to attract vicarious liability under Section 141.

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