Specific averments for corporate vicarious liability sustain cheque dishonour prosecution, while arrest and attachment against a company are impermissible.

Specific averments that the accused were in charge of, and responsible for, the company's business are necessary to sustain vicarious liability under Section 141 of the Negotiable Instruments Act, 1881. As the complaint described the petitioners' role in the transaction, their representation of the company, and their involvement in the cheque issuance and underlying dealings, a prima facie case was made out and prosecution under Sections 138 and 141 was maintainable. A company cannot, however, be subjected to a warrant of arrest or attachment as if it were a person evading arrest; coercive process against the corporate accused fell outside the procedural scheme for service on corporations and was set aside.

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Issues: (i) Whether the complaint disclosed the necessary specific averments to prosecute the accused directors and non-directors of the company under Sections 138 and 141 of the Negotiable Instruments Act, 1881; (ii) Whether issuance of warrant of arrest and attachment against the accused company was permissible under the Code of Criminal Procedure, 1973.

Issue (i): Whether the complaint disclosed the necessary specific averments to prosecute the accused directors and non-directors of the company under Sections 138 and 141 of the Negotiable Instruments Act, 1881.

Analysis: Vicarious liability under Section 141 is an exception to the ordinary criminal law rule and can arise only when the complaint contains clear averments that the persons sought to be prosecuted were in charge of, and responsible for, the conduct of the business of the company at the relevant time. The complaint here described the role of the petitioners in the transaction, their representation of the company, and their involvement in the issuance of cheques and the underlying dealings. The dishonour of the cheques was also not in dispute. On that basis, the complaint disclosed a sufficient prima facie case against the directors and non-directors.

Conclusion: The prosecution under Sections 138 and 141 of the Negotiable Instruments Act, 1881 was maintainable against the accused directors and non-directors, and the challenge to the complaint failed.

Issue (ii): Whether issuance of warrant of arrest and attachment against the accused company was permissible under the Code of Criminal Procedure, 1973.

Analysis: A corporation cannot be physically arrested or treated as evading arrest in the ordinary sense contemplated by the provisions governing warrants. Service on a company is regulated by the provisions relating to service of summons on corporate bodies, and where a representative does not appear, the Code does not justify coercive arrest measures against the company itself. The order directing warrant of arrest and attachment against the company, therefore, travelled beyond the statutory framework and could not stand.

Conclusion: The order issuing warrant of arrest and attachment against the accused company was unsustainable and was set aside to that extent.

Final Conclusion: The revisions challenging the complaint against the individual accused failed, while the company succeeded in obtaining partial relief against the coercive process directed at it.

Ratio Decidendi: Prosecution of company officers under Section 141 of the Negotiable Instruments Act, 1881 requires specific averments showing that they were in charge of and responsible for the conduct of the company's business, and coercive processes such as arrest and attachment cannot be directed against a company in a manner inconsistent with the procedural scheme applicable to corporations.

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