Strict pleading for vicarious liability under cheque dishonour law bars prosecution of non-executive directors.

Vicarious liability under Section 141 of the Negotiable Instruments Act is penal and must be strictly pleaded and proved. A director cannot be proceeded against merely because of office, and the complaint must clearly aver that the accused was in charge of and responsible for the company's business at the time of the offence. Where the accused were non-executive directors, had not signed the dishonoured cheques, and the record showed no role in financial or operational control, the statutory requirements were not met and the criminal proceedings were liable to be quashed.

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Issues: Whether non-executive directors, who did not sign the dishonoured cheques and against whom the complaints lacked specific averments of responsibility for the company's business, could be proceeded against under Section 141 of the Negotiable Instruments Act, 1881, and whether the criminal proceedings were liable to be quashed.

Analysis: Vicarious liability under Section 141 of the Negotiable Instruments Act, 1881 is penal in nature and must be strictly construed. Liability cannot be fastened merely because a person held the office of director. The complaint must contain clear and unambiguous averments showing that, at the relevant time, the accused was in charge of and responsible for the conduct of the company's business. Where the accused are non-executive directors, do not sign the cheques, and are shown by the record to have no role in financial or operational management, the statutory requirements are not met. Attendance at board meetings, without more, does not establish control over the transaction or business affairs.

Conclusion: The Appellant(s) were not vicariously liable under Section 141 of the Negotiable Instruments Act, 1881, and the proceedings against them were liable to be quashed.

Final Conclusion: The complaint could not be sustained against the Appellant(s), and the criminal process against them was set aside.

Ratio Decidendi: For prosecution of a director under Section 141 of the Negotiable Instruments Act, 1881, the complaint must specifically aver that the director was in charge of and responsible for the conduct of the company's business at the time of the offence; absent such pleadings and supporting material, a non-executive director cannot be fastened with vicarious liability.

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