Vicarious liability under cheque dishonour law requires specific averments showing a director's responsibility for company business.

Vicarious criminal liability under Section 141 of the Negotiable Instruments Act cannot be imposed on a director merely by describing her as a director. The complaint must contain specific averments that, at the relevant time, she was in charge of and responsible for the conduct of the company's business. Here, the allegations were only general and did not set out the petitioner's role or show responsibility for day-to-day affairs. As the statutory ingredients for fastening liability were not properly pleaded, the proceedings against the non-executive director were liable to be quashed.

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Issues: Whether the criminal proceedings under Sections 138 and 141 of the Negotiable Instruments Act, 1881 could be quashed against a non-executive director in the absence of specific averments showing that she was in charge of and responsible for the conduct of the business of the company.

Analysis: For fastening vicarious liability under Section 141 of the Negotiable Instruments Act, 1881, the complaint must contain clear and specific averments that the person sought to be proceeded against was, at the relevant time, in charge of and responsible for the conduct of the business of the company. Merely describing a person as a director is insufficient. The complaint in question contained only a general assertion that the second and third accused were in charge of managing business activities and running the day-to-day affairs, without particulars as to the role played by the petitioner. The petitioner was stated to be a non-executive director, and no material showed that she was responsible for the company's day-to-day business or that the statutory requirements for vicarious liability were satisfied.

Conclusion: The proceedings against the petitioner were liable to be quashed for want of the necessary averments to attract Section 141 of the Negotiable Instruments Act, 1881.

Final Conclusion: Criminal prosecution under the cheque dishonour provisions cannot be sustained against a director unless the complaint specifically pleads the statutory ingredients that make vicarious liability possible; absent such pleading, quashing is justified.

Ratio Decidendi: Vicarious criminal liability under Section 141 of the Negotiable Instruments Act, 1881 is not presumed from the mere status of being a director and requires specific averments showing responsibility for the conduct of the company's business at the relevant time.

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