Specific averments required for Section 141 liability, but Chairman could still face summons for non-payment after notice.

Vicarious criminal liability under Section 141 of the Negotiable Instruments Act requires specific averments that an accused was, at the relevant time, in charge of and responsible for the company's business; bare assertions that directors handled day-to-day affairs are insufficient, so the summons against those directors was quashed. By contrast, liability under Sections 138 and 141 can extend to a Chairman who was in office when the statutory notice was served and payment was due, because the offence includes failure to pay within the prescribed period after dishonour; the summoning order against him was upheld.

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Issues: (i) Whether the summoning order could be sustained against directors against whom the complaint contained only general assertions of responsibility for the company's day-to-day affairs. (ii) Whether the Chairman, though not shown to be in charge at the time of issuance of the cheque, could still be proceeded against under Sections 138 and 141 of the Negotiable Instruments Act, 1881 on the basis of his position when the demand notice was served and payment was not made.

Issue (i): Whether the summoning order could be sustained against directors against whom the complaint contained only general assertions of responsibility for the company's day-to-day affairs.

Analysis: Vicarious liability under Section 141 arises only where the complaint contains clear and specific averments that the person sought to be prosecuted was, at the relevant time, in charge of and responsible to the company for the conduct of its business. Mere repetition of the statutory language or a bare assertion that the accused were directors and were associated with day-to-day affairs is insufficient. In the absence of particulars showing the role played by the concerned directors, the complaint and supporting affidavit did not establish the statutory foundation for fastening criminal liability.

Conclusion: The summoning order was unsustainable against the directors who were impleaded only on vague and general allegations, and the proceedings against them were quashed.

Issue (ii): Whether the Chairman, though not shown to be in charge at the time of issuance of the cheque, could still be proceeded against under Sections 138 and 141 of the Negotiable Instruments Act, 1881 on the basis of his position when the demand notice was served and payment was not made.

Analysis: The offence under Section 138 is completed through the statutory sequence of drawing and presentation of the cheque, dishonour, issuance of demand notice, and failure to make payment within the prescribed period. Liability under Section 141 depends on whether the person was in charge of and responsible for the company's business when the offence was committed in this statutory sense, particularly when payment after notice was required to be made. A person who was the Chairman at the relevant time could not avoid liability merely by relying on the fact that he was not connected with the company when the cheque was originally issued.

Conclusion: The Chairman was properly proceeded against and the summoning order was upheld against him.

Final Conclusion: The petitions succeeded only for the directors against whom no specific averments were made, while the petition challenging summons to the Chairman failed; the impugned order was therefore sustained in part and quashed in part.

Ratio Decidendi: To attract criminal liability under Section 141 of the Negotiable Instruments Act, 1881, the complaint must contain specific averments showing that the accused was in charge of and responsible for the company's business at the relevant time, and liability under Section 138 may extend to the person responsible at the stage when payment after statutory notice ought to have been made.

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