Vicarious criminal liability under the Negotiable Instruments Act requires specific averments of control at the time of dishonour.

Vicarious criminal liability under the Negotiable Instruments Act depends on a specific pleading that the accused was in charge of and responsible for the company's business at the time of the cheque dishonour. A former director cannot be summoned merely because of an earlier role in the transaction or the existence of a personal guarantee and pledge agreement. Where the complaint and legal notice contain no averment linking the person to the company's day-to-day affairs at the relevant time, the foundation for summons under Sections 138 and 141 is absent. The decision also indicates that a personal guarantee may create civil liability, but it does not by itself satisfy the requirements for criminal prosecution.

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Issues: Whether a former director, who was not shown to be in charge of the company's day-to-day affairs at the time of dishonour of the cheque and against whom the legal notice contained no averment, could nevertheless be summoned under Sections 138 and 141 of the Negotiable Instruments Act on the basis of a personal guarantee and pledge agreement.

Analysis: The complaint and supporting materials did not contain any specific averment that the petitioner continued to be a director or was responsible for the conduct of the company's business when the cheque was issued and dishonoured in 2017. The petitioner's role was traced only to an earlier stage of the transaction, and the pledge agreement was treated as creating, at the highest, a personal civil liability for recovery. Liability under Section 141 depends on an accused being in charge of and responsible for the company's business at the relevant time. The legal notice also was addressed only to the company and its managing director, with no allegation against the petitioner. On these facts, the foundational requirements for vicarious criminal liability were not satisfied.

Conclusion: The petitioner could not be summoned under Sections 138 and 141 of the Negotiable Instruments Act, and the summoning order was set aside.

Ratio Decidendi: Vicarious criminal liability under Section 141 of the Negotiable Instruments Act arises only where the complaint specifically alleges that the accused was in charge of and responsible for the company's business at the time of the offence; a prior directorship or personal guarantee, without such averments, is insufficient to sustain summons.

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