Vicarious liability under the Negotiable Instruments Act requires specific pleadings that a director was responsible at the time of the offence.

A director who had resigned before the cheque was issued could not be proceeded against under sections 138 and 141 of the Negotiable Instruments Act where the complaint contained no specific averments showing that he was in charge of and responsible for the company's business at the relevant time. The resignation letter and DIR-12 established cessation from the company before the alleged offence, and later uploading of DIR-12 or internal acceptance could not create vicarious liability for a post-resignation act. A bare recital of statutory language was insufficient, so the complaint and criminal proceeding were quashed as against the petitioner.

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Issues: Whether a director who had resigned before the cheque was issued and against whom the complaint contained no specific averments of responsibility could be proceeded against under sections 138 and 141 of the Negotiable Instruments Act, 1881.

Analysis: The resignation letter and DIR-12 showed that the petitioner had ceased to be associated with the company before the cheque was drawn, and there was no material to show any role of the petitioner in the company's affairs thereafter. For fastening vicarious criminal liability under section 141, the complaint must contain specific averments showing how and in what manner the accused was in charge of and responsible for the conduct of the business at the relevant time. A bald recital of statutory language is insufficient. The Court also treated the date of resignation as effective from 13 March 2020, and held that the later uploading of DIR-12 and the company's internal acceptance could not create liability for an offence allegedly committed after the resignation.

Conclusion: The petitioner could not be vicariously liable for the dishonour complaint, and the criminal proceeding was unsustainable qua the petitioner.

Final Conclusion: Continuation of the proceeding against the petitioner would amount to abuse of process, so the complaint was quashed as against him.

Ratio Decidendi: To prosecute a director under section 141 of the Negotiable Instruments Act, 1881, the complaint must plead and support with material that the person was in charge of and responsible for the company's business at the time of the offence; where resignation predates the cheque and no specific role is pleaded, vicarious liability does not arise.

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