Director liability under cheque dishonour law depends on control at the time of offence, not a prior guarantee deed.

Vicarious criminal liability under Sections 138 and 141 of the Negotiable Instruments Act attaches only where the director was in charge of and responsible for the company's business at the time of the offence, and the complaint must contain specific averments showing that role. A bare assertion is insufficient, and a prior personal guarantee deed may create civil exposure but does not by itself establish criminal liability if the director had already resigned before the cheque was issued. The material discussed therefore emphasises that resignation before issuance of the cheque, without evidence of control at the relevant time, defeats criminal attribution under these provisions.

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Issues: Whether an erstwhile director who had resigned before issuance of the cheques could be made vicariously liable under Sections 138 and 141 of the Negotiable Instruments Act, 1881 on the basis of earlier guarantee deeds and whether the summoning orders were liable to be quashed under Section 482 of the Code of Criminal Procedure, 1973.

Analysis: Vicarious liability under Section 141 of the Negotiable Instruments Act, 1881 is attracted only if the accused was in charge of and responsible for the conduct of the business of the company at the time the offence was committed. The complaint must contain specific averments showing how and in what manner the director was so , and a bare or general assertion is insufficient. Execution of personal guarantee deeds may create civil liability, but where the director had already resigned before the cheques were issued, such guarantee does not by itself fasten criminal liability under Sections 138 and 141. The material on record showed that the petitioner had ceased to be a director before the cheques were issued, and there was no material showing that he led the company's affairs at the relevant time.

Conclusion: The petitioner could not be held vicariously liable under Sections 138 and 141 of the Negotiable Instruments Act, 1881, and the summoning orders were liable to be set aside.

Ratio Decidendi: Criminal liability under Section 141 of the Negotiable Instruments Act, 1881 cannot be fastened on a director who had resigned before issuance of the cheque unless the complaint and material show that he was in charge of and responsible for the company's business at the time of the offence; a prior guarantee deed may at best give rise to civil liability.

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