Director vicarious liability under cheque dishonour law fails where complaint lacks particulars showing control of company affairs.

A complaint under Section 138 of the Negotiable Instruments Act can proceed against a director only if the pleadings and supporting material show that she was in charge of and responsible for the company's business at the relevant time. Here, the complaint and pre-summoning material lacked particulars after the director specifically denied involvement in day-to-day affairs, and the complainant supplied no date, time or place-based details linking her to the transaction; she also had not signed the cheque or the distributorship agreement. Applying Section 482 CrPC, the Court treated the security-cheque contention as a defence issue, but found the complaint insufficient to sustain vicarious liability under Section 141, so the summoning order could not stand against the director.

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Issues: Whether the summoning order under Section 138 of the Negotiable Instruments Act, 1881 deserved to be quashed for want of the requisite averments under Section 141 of the Negotiable Instruments Act, 1881 against the petitioner-director.

Analysis: The petition was examined on the basis of the complaint, legal notice, reply notice and pre-summoning material to determine whether the petitioner was shown to be in charge of and responsible for the conduct of the company's business at the relevant time. The pleadings disclosed that, after the petitioner specifically denied any role in the day-to-day affairs of the company and asserted that the other director handled the business, the complainant did not supply further particulars such as date, time or place of any interaction involving the petitioner. The material also showed that the petitioner had neither signed the cheque nor the distributorship agreement. In proceedings under Section 482 of the Code of Criminal Procedure, 1973, the Court relied on the settled principle that while a basic averment may ordinarily sustain process, the proceedings may be quashed where the complaint, read as a whole, lacks sufficient particulars and the material shows that continuing the prosecution against a director would be unwarranted. The contention regarding the cheque being issued as security was treated as a defence issue not determinative at this stage.

Conclusion: The necessary ingredients to attract vicarious liability under Section 141 of the Negotiable Instruments Act, 1881 were not made out against the petitioner, and the summoning order could not stand insofar as it related to her.

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