Specific averments against company directors can sustain vicarious liability in cheque dishonour complaints, leaving disputed roles for trial.

Specific averments that company directors were in charge of the company's affairs and that cheques were issued with their consent were held sufficient to proceed under Sections 138 and 141 of the Negotiable Instruments Act. The court treated the allegations in the complaint, statutory notice, rejoinder and supporting material as adequate at the threshold to attract vicarious liability, while disputes about actual participation, day-to-day control, or cessation of business were factual matters for trial rather than quashing. On that basis, the criminal complaints were permitted to proceed against the directors.

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Issues: Whether the criminal complaints under the Negotiable Instruments Act against the directors could be quashed for want of specific averments showing their role in the conduct of the company's business and in the issuance of the cheques.

Analysis: The complaint, statutory notice, rejoinder and supporting material were read together. They contained specific averments that the accused were directors, were actively participating in the affairs of the company, and that the cheques were issued on behalf of the company with the consent of the concerned directors. In proceedings arising under Sections 138 and 141, such pleadings were held sufficient at the threshold to attract vicarious liability and to justify trial, while the petitioners' denial of participation and responsibility raised factual questions requiring evidence. The Court also noted that the contention that the company had ceased business and that the petitioners were not involved in day-to-day affairs was a matter for trial rather than quashing.

Conclusion: The petitions for quashing were not liable to be allowed and the complaints were permitted to proceed against the petitioners.

Ratio Decidendi: Specific averments in the complaint that company directors were in charge of the affairs of the company and that the cheques were issued with their consent are sufficient to proceed against them under Sections 138 and 141 of the Negotiable Instruments Act, leaving disputed questions of role and responsibility to trial.

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