Vicarious liability under cheque dishonour law requires specific averments that a director controlled company business at the relevant time.

A non-signatory director cannot be proceeded against under Section 141 of the Negotiable Instruments Act unless the complaint contains clear, specific averments that the director was in charge of and responsible for the company's business at the relevant time. Mere designation as a director is insufficient to attract vicarious liability. Where the accused were not the drawer or signatory of the dishonoured cheques and no particular role in day-to-day affairs was pleaded, the complaint lacked the foundation needed to sustain prosecution, and the proceedings were liable to be quashed.

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Issues: Whether the proceedings under Section 138 read with Section 141 of the Negotiable Instruments Act, 1881 could be quashed against the petitioners, who were non-signatory directors and against whom the complaint contained no specific averments showing that they were in charge of and responsible for the conduct of the company's business at the relevant time.

Analysis: Liability under Section 141 of the Negotiable Instruments Act, 1881 is vicarious and can be fastened only when the complaint contains clear and specific factual averments that the accused was in charge of and responsible for the conduct of the business of the company at the time of the offence. Mere designation as a director is not enough. The signatory of the dishonoured cheque and the person shown to be in overall control of the company's business stand on a different footing. In the present complaint, the petitioners were not the drawers or signatories of the cheques, and no specific role was pleaded to show their responsibility for the day-to-day affairs of the company.

Conclusion: The proceedings against the petitioners were liable to be quashed.

Ratio Decidendi: A non-signatory director cannot be prosecuted under Section 141 of the Negotiable Instruments Act, 1881 unless the complaint specifically avers that the director was in charge of and responsible for the conduct of the company's business at the relevant time.

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