Vicarious liability under cheque dishonour law fails when the company is not arraigned as accused; acquittal left undisturbed.

Section 138 prosecution for cheque dishonour against a director or proprietor was held not maintainable where the company was not arraigned as an accused. Applying Section 141, the Court reiterated that vicarious liability for company-related offences arises only when the company, as the principal offender, is prosecuted, and that penal provisions must be strictly construed. The complaint also lacked necessary averments showing the accused's role in the conduct of the company's business. On these grounds, no basis was found to interfere with the acquittal, and leave to appeal was refused.

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Issues: Whether a complaint under Section 138 of the Negotiable Instruments Act, 1881 was maintainable against the person shown as director or proprietor of the company in the absence of the company being arraigned as an accused, and whether leave to appeal against acquittal should be granted.

Analysis: The complaint alleged dishonour of a cheque issued in connection with business dealings. The decisive question was the applicability of Section 141 of the Negotiable Instruments Act, 1881, which creates vicarious liability for company-related offences. The governing principle applied was that prosecution of persons in charge of the company can arise only when the company itself, being the principal offender, is joined as an accused. The Court relied on the settled position that corporate criminal liability under Section 141 is attracted only when the company is prosecuted, and that strict construction of penal provisions requires satisfaction of the statutory condition precedent. The complaint also suffered from absence of necessary averments showing the role of the accused in the conduct of the company's business.

Conclusion: The complaint was not maintainable in the absence of the company being impleaded as an accused, and no ground was made out to interfere with the acquittal. Leave to appeal was therefore refused.

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