Vicarious liability for cheque dishonour requires specific averments of responsibility; a resigned director was not liable here.

A director who had resigned before the cheque dates could not be fastened with vicarious liability under Section 141 of the Negotiable Instruments Act, 1881, where the complaint lacked specific averments showing that he was in charge of and responsible for the company's business at the relevant time. The resignation was supported by the resignation letter and Form DIR-11, the cheques were issued after resignation, and he was not a signatory to either the cheques or the promissory note. General assertions about directors being in charge were insufficient, so the complaint and consequential proceedings were liable to be quashed against him.

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Issues: Whether a director who had resigned before the dates of the cheques could be fastened with vicarious liability for dishonour of cheques under Section 141 of the Negotiable Instruments Act, 1881, and whether the complaint contained specific averments showing his responsibility for the conduct of the company's business.

Analysis: The resignation of the petitioner as director prior to the issuance dates of the cheques was undisputed and was supported by the resignation letter and Form DIR-11. The cheques in question were dated after the resignation, and the petitioner was neither a signatory to the cheques nor to the promissory note. The complaint contained only general assertions about the directors being in charge of the company, but it did not set out the specific manner in which the petitioner was responsible for the conduct of the company's business in relation to the dishonoured cheques. In these circumstances, the preconditions for fastening liability on a director under Section 141 were not satisfied.

Conclusion: The petitioner could not be held vicariously liable under Section 141 of the Negotiable Instruments Act, 1881, and the complaint and consequential proceedings were liable to be quashed against him.

Ratio Decidendi: A director who had resigned before the issuance of the dishonoured cheques cannot be prosecuted under Section 141 of the Negotiable Instruments Act, 1881 in the absence of specific averments showing that he was in charge of and responsible for the conduct of the company's business at the relevant time.

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