Vicarious liability for cheque dishonour requires specific averments against directors; mere designation as non-executive is insufficient.

Section 141 of the Negotiable Instruments Act imposes vicarious criminal liability only when the complaint contains specific, unambiguous averments showing that a director was in charge of and responsible for the company's business at the relevant time, or that the offence was committed with the director's consent, connivance or neglect. Mere designation as a director, attendance at meetings, or a boilerplate repetition of statutory language is insufficient. On the pleaded facts, the petitioners were non-executive or independent non-executive directors, were not cheque signatories, and the complaint lacked particulars connecting them to the dishonoured cheque transaction. The complaint and summoning order were therefore unsustainable against them, and the proceedings were quashed.

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Issues: Whether the summoning order and complaint under the Negotiable Instruments Act could be sustained against non-executive and independent non-executive directors in the absence of specific averments showing that they were in charge of, and responsible for, the conduct of the company's business, or that the offence was committed with their consent, connivance or neglect.

Analysis: Vicarious liability under Section 141 of the Negotiable Instruments Act is a penal exception and must be strictly construed. A complaint must contain clear, specific and unambiguous averments showing how and in what manner the accused directors were in charge of and responsible for the company's day-to-day business at the relevant time. Mere designation as a director, attendance at board or committee meetings, or a bald reproduction of the statutory language is not sufficient. For liability under the second limb, the complaint must specifically plead consent, connivance or neglect. The record showed that the petitioners were independent non-executive directors or a non-executive director, were not signatories to the cheque, and the complaint lacked the necessary particulars linking them to the issuance, dishonour, or dishonoured cheque transaction in a manner that would attract criminal liability.

Conclusion: The complaint and summoning order were unsustainable insofar as they related to the petitioners, and the proceedings against them were quashed.

Ratio Decidendi: Criminal liability for dishonour of cheque cannot be fastened on a company director unless the complaint specifically pleads and supports, with requisite particulars, that the director was in charge of and responsible for the conduct of the company's business at the relevant time, or that the offence occurred with the director's consent, connivance or neglect.

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