Vicarious liability under the Negotiable Instruments Act requires specific averments showing control of company business.

Vicarious criminal liability under Section 141 of the Negotiable Instruments Act must be strictly pleaded and supported by clear averments showing how and in what manner each accused was in charge of and responsible for the company's business at the relevant time. Mere designation as a director or company secretary is insufficient. In the absence of specific particulars in the complaint, criminal process cannot be sustained against the proposed accused, and the summoning order and complaint were quashed qua the petitioners.

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Issues: Whether the summoning order and complaint under Sections 138 and 141 of the Negotiable Instruments Act, 1881 were liable to be quashed against the petitioners for want of specific averments showing that they were in charge of and responsible for the conduct of the company's business.

Analysis: Section 141 creates vicarious criminal liability and its requirements must be strictly satisfied. Mere designation as director or company secretary is not enough. The complaint must contain clear and specific averments explaining how and in what manner the accused was in charge of and responsible for the conduct of the business of the company at the relevant time. In the absence of such particulars, criminal process cannot be sustained against the person sought to be made liable under the provision.

Conclusion: The summoning order was set aside and the complaint was quashed qua the petitioners.

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