Section 141 vicarious liability requires specific averments; complaint against director survived quashing despite claimed resignation.

Vicarious liability under Section 141 of the Negotiable Instruments Act does not arise merely from a director's designation; the complaint must contain specific averments that the accused was in charge of and responsible for the company's business at the relevant time. A quashing petition under Section 482 of the CrPC succeeds only where the accused produces sterling, incontrovertible material showing that continuation of proceedings would be an abuse of process. Here, the complaint alleged that the director was jointly and severally responsible and controlled management, so the ingredients for proceeding were disclosed. The asserted resignation did not displace liability because the cheque dishonour occurred while the petitioner was still a director.

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Issues: Whether the complaint under Section 138 of the Negotiable Instruments Act, 1881 could be quashed against a director on the ground that it lacked specific averments under Section 141, and whether the director's subsequent resignation displaced liability.

Analysis: Vicarious liability under Section 141 of the Negotiable Instruments Act, 1881 is not attracted merely because a person holds the designation of director. The complaint must contain sufficient averments that the accused was in charge of and responsible for the conduct of the business of the company at the relevant time. A petition for quashing under Section 482 of the Code of Criminal Procedure, 1973 can succeed only if the accused places sterling and incontrovertible material showing that continuation of the proceedings would be an abuse of process. On the complaint as filed, the necessary averments were present, stating that the petitioner was jointly and severally responsible and in control of the company's management. The asserted resignation did not dislodge the proceedings, particularly as the relevant cheque dishonour occurred when the petitioner was still a director.

Conclusion: The complaint disclosed the ingredients for proceeding against the director under Section 141, and the petition for quashing was not maintainable on the facts.

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