Independent Director liability under cheque dishonour law requires specific averments of control, responsibility, or proven consent.

An Independent Director is not automatically vicariously liable for dishonoured cheques under Section 141 of the Negotiable Instruments Act, 1881. Liability arises only where the complaint contains clear averments that the person was in charge of and responsible for the company's business at the relevant time, or that consent, connivance, or neglect is specifically pleaded and proved. General statements that directors managed day-to-day affairs are insufficient. Where the record shows the person was an Independent Director and not the cheque signatory, and no material particulars link him to the transaction or business conduct, proceedings cannot be sustained on vicarious liability alone.

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Issues: Whether an Independent Director, who was not a signatory to the dishonoured cheques, could be vicariously liable 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.

Analysis: Section 141 of the Negotiable Instruments Act, 1881 fastens vicarious criminal liability only on persons who, at the time of the offence, were in charge of and responsible to the company for the conduct of its business, or whose consent, connivance, or neglect is specifically pleaded and proved. The complaints contained only general assertions that the directors were responsible for day-to-day management, without any material particulars describing the petitioner's role in the transactions or the company's business. The record showed that the petitioner was an Independent Director and not the signatory to the cheques. The governing principle is that mere designation as a director does not create automatic liability; the complaint must contain clear and unambiguous averments of the statutory ingredients.

Conclusion: The petitioner could not be proceeded against on the basis of vicarious liability under Section 141 of the Negotiable Instruments Act, 1881, and the summoning orders were liable to be set aside qua him.

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