Vicarious liability under cheque dishonour law requires specific averments showing control, responsibility, or consent at the relevant time.

Section 141 of the Negotiable Instruments Act fastens vicarious liability only on a person who was, at the time of the offence, in charge of and responsible for the company's business, or where consent, connivance or neglect is specifically shown. A duly recorded resignation accepted by the company and reflected with the Registrar of Companies is relevant in negating liability when the cheques were issued later and the person was neither a director nor a signatory. Complaints must also contain concrete averments explaining how the accused was responsible for the business; bare assertions, prior association, family relationship, or an email address in records are insufficient. The commentary states that, on these principles, the summoning orders were rightly interfered with.

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Issues: (i) Whether a former director, who had resigned before issuance of the dishonoured cheques, could still be proceeded against under Section 141 of the Negotiable Instruments Act, 1881; (ii) Whether the complaints disclosed the specific averments necessary to fasten vicarious liability on the respondent under Section 141 of the Negotiable Instruments Act, 1881.

Issue (i): Whether a former director, who had resigned before issuance of the dishonoured cheques, could still be proceeded against under Section 141 of the Negotiable Instruments Act, 1881.

Analysis: Vicarious liability under Section 141 attaches only to a person who was, at the time the offence was committed, in charge of and responsible for the conduct of the company's business. A duly recorded resignation accepted by the company and notified to the Registrar of Companies is material in determining liability. Where the cheques were issued after the resignation and the person was neither a director nor a signatory at the relevant time, the statutory foundation for prosecution is absent unless supported by exceptionally clear material showing continued responsibility.

Conclusion: The respondent could not be proceeded against merely on account of her past association with the company, and the finding in her favour was justified.

Issue (ii): Whether the complaints disclosed the specific averments necessary to fasten vicarious liability on the respondent under Section 141 of the Negotiable Instruments Act, 1881.

Analysis: For directors other than those occupying positions that may carry an inherent presumption of responsibility, the complaint must contain specific and concrete averments showing how and in what manner the accused was responsible for the company's business or participated in the commission of the offence. Bald assertions, prior association, family relationship with co-accused, or the continued appearance of an email address in official records are insufficient. Liability under sub-section (2) also requires material indicating consent, connivance, or neglect, which was not pleaded with requisite particulars.

Conclusion: The complaints did not contain the requisite foundational pleadings, and vicarious liability was not made out.

Final Conclusion: The summoning orders were rightly interfered with, and no ground was made out for exercising revisional jurisdiction in favour of the petitioner.

Ratio Decidendi: A person can be prosecuted under Section 141 of the Negotiable Instruments Act, 1881 only if the complaint contains specific averments and supporting material showing that, at the time of the offence, the person was in charge of and responsible for the company's business, or that the offence was committed with such person's consent, connivance, or neglect.

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