Vicarious liability of directors under Negotiable Instruments Act requires specific averments linking the accused to company business.

Liability under Section 141 of the Negotiable Instruments Act cannot be fastened on a person merely because of the designation of director. For vicarious criminal liability, the complaint must contain specific and unambiguous averments showing how and in what manner the accused was in charge of and responsible for the company's business at the relevant time. In the case of an independent or non-executive director, generalized assertions that all directors managed day-to-day affairs are insufficient unless particular facts connect that director with the transaction or business conduct. As the complaint contained only broad allegations and no specific role was attributed to the independent director, the summoning order was quashed to that extent.

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Issues: Whether the summoning order under the Negotiable Instruments Act could be sustained against an independent director in the absence of specific averments showing that he was 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 is not attracted merely because a person holds the designation of director. Vicarious criminal liability must be strictly construed and can be fastened only where the complaint contains specific, unambiguous averments showing how and in what manner the accused was in charge of and responsible for the company's business when the offence was committed. In the case of an independent or non-executive director, the complaint must disclose particular facts connecting that director with the transaction or with the conduct of the business; bald and generalized allegations that all directors were responsible for the day-to-day affairs are insufficient. The complaint in the present matter contained only general allegations against all directors and did not attribute any specific role to the petitioner, who was shown to be an independent director.

Conclusion: The summoning order could not be sustained against the petitioner, and the petitioner was entitled to quashing of the proceedings to that extent.

Ratio Decidendi: A director cannot be made vicariously liable under Section 141 of the Negotiable Instruments Act solely on the basis of designation; the complaint must contain specific averments establishing that the person was in charge of and responsible for the conduct of the company's business at the relevant time.

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