Company must be arraigned in cheque dishonour complaints before vicarious liability can extend to directors or signatories.

A complaint under Section 138 of the Negotiable Instruments Act is not maintainable against a director or authorised signatory alone when the cheque is issued in the company's name and the company is not arraigned as an accused. Section 141 creates vicarious liability only after the company, as the principal offender and juristic drawer of the cheque, is before the Court. Penal provisions imposing vicarious liability must be strictly construed, so the company cannot be omitted merely because a director is the authorised signatory or sole director. The complaint was therefore held unsustainable without impleading the company.

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Issues: Whether a complaint under Section 138 of the Negotiable Instruments Act, 1881 is maintainable against the director or authorised signatory alone without arraigning the company, where the cheque is issued in the name of the company.

Analysis: Section 141 of the Negotiable Instruments Act, 1881 creates vicarious liability only when the offence under Section 138 is committed by a company and the company is arraigned as an accused. The legal fiction extends liability to persons in charge of and responsible for the conduct of the business, but only after the principal offender, namely the company, is before the Court. The Court applied the settled principle that penal provisions creating vicarious liability must be strictly construed, and that the company, being a juristic person and the drawer of the cheque, cannot be omitted from the array of accused merely because a director is also the authorised signatory or sole director.

Conclusion: The complaint was not maintainable without impleading the company as an accused, and the dismissal of the special leave application was justified.

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