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Issues: (i) Whether the complaint disclosed the specific averments necessary to fasten vicarious liability on the petitioners, being directors or additional directors, under Section 141 of the Negotiable Instruments Act, 1881. (ii) Whether the order dispensing with personal attendance of the accused could be worked through counsel for recording plea and examination, with liberty to recall the privilege if delay was caused.
Issue (i): Whether the complaint disclosed the specific averments necessary to fasten vicarious liability on the petitioners, being directors or additional directors, under Section 141 of the Negotiable Instruments Act, 1881.
Analysis: Vicarious liability under Section 141 is not attracted by a mere description as director, additional director, or even whole-time director. The complaint must specifically aver that the accused was in charge of and responsible for the conduct of the company's business at the relevant time. The court distinguished the statutory position under the Companies Act regarding key managerial personnel and officers in default from the deeming fiction under the Negotiable Instruments Act. It held that the latter requires pleading of the actual role and responsibility in relation to the dishonoured cheque, and that generic assertions about day-to-day business, without particulars showing control or involvement in the transaction, are insufficient.
Conclusion: The petitioners could not be proceeded against under Section 141 on the basis of the complaint as framed, and the proceeding against them was quashed.
Issue (ii): Whether the order dispensing with personal attendance of the accused could be worked through counsel for recording plea and examination, with liberty to recall the privilege if delay was caused.
Analysis: The privilege of exemption from personal attendance could be accommodated by permitting plea to be recorded through counsel and by applying the procedure for examination under Section 313(5) of the Code of Criminal Procedure, 1973. At the same time, the trial court was given liberty to withdraw that privilege if counsel's absence or non-participation caused delay in the proceedings.
Conclusion: The exemption from personal attendance was permitted to operate with the stated procedural safeguards and liberty to recall the exemption in case of delay.
Final Conclusion: The challenge succeeded to the extent that the prosecution against the petitioners was quashed for want of foundational averments, while the connected matter was disposed of with procedural directions preserving the progress of the trial against the remaining accused.
Ratio Decidendi: A complaint under Section 141 of the Negotiable Instruments Act, 1881 can proceed against a director only if it specifically pleads that the accused was in charge of and responsible for the conduct of the company's business at the relevant time; designation alone does not create vicarious liability.
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