Vicarious criminal liability in cheque dishonour cases requires specific averments of control, not mere company designation.

Vicarious criminal liability under Section 141 of the Negotiable Instruments Act cannot be fastened on a company secretary merely because of her designation. The complaint must specifically aver that the person was, at the relevant time, in charge of and responsible for the conduct of the company's business or otherwise falls within the statutory categories for liability. A designation as key managerial personnel under the Companies Act, 2013 does not by itself show control over day-to-day affairs or responsibility for the dishonoured cheque. In the absence of such averments, the complaint could not proceed against the petitioner, and the cheque dishonour proceedings were quashed only as against her.

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Issues: Whether a company secretary, who was not the signatory to the cheque and against whom the complaint contained no specific averments showing control over the company's business, could be made liable in a prosecution under Sections 138 and 141 of the Negotiable Instruments Act, 1881.

Analysis: Liability under Section 141 of the Negotiable Instruments Act, 1881 is attracted only where the complaint contains material showing that the person sought to be arraigned was, at the time of the offence, in charge of and responsible for the conduct of the business of the company, or otherwise falls within the statutory categories attracting vicarious liability. A mere designation in the company is insufficient. The settled principles require specific averments as to the role played by the accused, particularly where the accused is not the signatory of the cheque. A company secretary is a key managerial personnel under Section 203 of the Companies Act, 2013 and the relevant Rules, but that status by itself does not establish involvement in the day-to-day affairs of the company or responsibility for the dishonoured cheque.

Conclusion: The complaint could not proceed against the petitioner in the absence of specific averments showing the statutory ingredients for fastening liability under Section 141 of the Negotiable Instruments Act, 1881.

Final Conclusion: The revisional challenge succeeded to the extent of the petitioner, and the cheque dishonour proceeding was quashed only against her while continuing against the remaining accused.

Ratio Decidendi: Vicarious criminal liability under Section 141 of the Negotiable Instruments Act, 1881 cannot be fastened on a person merely because of designation in the company; the complaint must specifically plead how that person was in charge of and responsible for the company's business at the relevant time.

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