Vicarious liability in cheque dishonour complaints turns on specific averments that directors were in charge of company business.

Vicarious liability under Section 141 of the Negotiable Instruments Act arises only where the complaint specifically alleges that the accused directors were in charge of and responsible for the company's business, or that the offence occurred with their consent, connivance or negligence. The complaint here stated that the directors were fully responsible for the company's assets, liabilities and daily business affairs, which was sufficient at the summoning stage. Any restriction on their authority could be raised and proved at trial. The summoning order was therefore sustained.

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Issues: Whether the complaint contained the requisite averments to sustain summoning of the company and its directors under Section 138 read with Section 141 of the Negotiable Instruments Act, 1881.

Analysis: Liability under Section 141 is attracted only where the complaint specifically pleads that the accused were, at the time of the offence, in charge of and responsible for the conduct of the business of the company, or that the offence was committed with their consent, connivance, or negligence. The pleading requirement is strict because criminal liability of persons other than the drawer company is vicarious. The complaint in the present case specifically alleged that the accused directors were fully responsible for the company's assets, liabilities, and daily business affairs. At the stage of summoning, such averments were sufficient, and the accused could establish any restriction on their authority at trial.

Conclusion: The summoning order was sustainable and the challenge to it failed.

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