Specific averment required to prosecute non-signatory directors for cheque dishonour under vicarious liability principles.

A complaint under Section 138 read with Section 141 of the Negotiable Instruments Act cannot fasten vicarious criminal liability on non-signatory directors unless it specifically pleads that, at the relevant time, they were in charge of and responsible for the company's business. A bare assertion that they were involved in the company's affairs is insufficient. Magistrates must apply their mind to whether a prima facie case exists before issuing process; mechanical cognizance is not sustainable where the complaint lacks the necessary averment. On the facts stated, the summons issued against the petitioners could not stand.

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Issues: Whether a complaint under Section 138 read with Section 141 of the Negotiable Instruments Act, 1881 could proceed against non-signatory directors in the absence of a specific averment that they were in charge of and responsible for the conduct of the company's business, and whether the Magistrate's order taking cognizance and issuing process was sustainable.

Analysis: Vicarious criminal liability under Section 141 does not arise merely because a person is a director. For directors who are neither signatories to the cheque nor occupying positions that by their very nature imply control of the company's business, the complaint must contain a basic and specific averment that, at the relevant time, they were in charge of and responsible for the conduct of the business of the company. A bald statement that they were involved in the company's affairs is insufficient. In the absence of such an averment, the requirement of Section 141 is not satisfied and the Magistrate should not issue process mechanically; cognizance must rest on a prima facie case formed upon due application of mind.

Conclusion: The complaint did not contain the necessary specific averment to fasten criminal liability on the petitioners, and the summons issued against them could not stand.

Ratio Decidendi: For non-signatory directors, criminal liability under Section 141 of the Negotiable Instruments Act, 1881 can be fastened only when the complaint specifically pleads that they were in charge of and responsible for the conduct of the company's business at the relevant time.

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