Vicarious liability under the Negotiable Instruments Act requires specific averments of control; bare director status is insufficient.

Vicarious liability under Section 141 of the Negotiable Instruments Act, 1881 is not attracted merely because a person is a director or promoter. The complaint must contain specific averments showing how and in what manner the person was in charge of and responsible for the company's business at the relevant time; a bare repetition of the statutory words is insufficient. Here, the complaint only alleged that the accused was a director and promoter, while day-to-day responsibility was attributed to the authorised signatory, with no allegation that she controlled the company's business or held the role of managing director or joint managing director. The proceedings were therefore liable to be quashed.

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Issues: Whether the complaint contained the requisite averments to fasten vicarious liability on a director under Section 141 of the Negotiable Instruments Act, 1881, and whether the proceedings against her were liable to be quashed.

Analysis: Vicarious liability under Section 141 of the Negotiable Instruments Act, 1881 is not attracted merely because a person is a director of the company. The complaint must contain specific averments showing how and in what manner the person was in charge of and responsible for the conduct of the business of the company at the relevant time. A bare or mechanical reproduction of the statutory language is insufficient. The allegations in the complaints showed only that the appellant was a director and promoter, while the authorized signatory was stated to be in charge of and responsible for the day-to-day affairs of the company. There was no averment that the appellant herself was in charge of or responsible for the company's day-to-day business, and she was not alleged to be the managing director or joint managing director.

Conclusion: The complaint did not satisfy the requirements for fastening vicarious liability on the appellant, and the proceedings against her were liable to be quashed.

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