Section 141 liability requires specific factual linkage; bare office-bearer status is insufficient, but prima facie participation can sustain prosecution.

Vicarious liability under Section 141 of the Negotiable Instruments Act requires specific foundational averments showing that each accused was in charge of and responsible for the conduct of business at the relevant time. A complaint read as a whole may suffice at the quashing stage even without mechanical reproduction of statutory language if accompanying documents prima facie show participation in the underlying financial transaction; on that basis, proceedings against respondents 1, 2 and 4 were restored. A bare office-bearer designation, without factual linkage to the cheque transaction or any specific role, was insufficient to continue prosecution against respondent 3, and the quashing in his favour was maintained.

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Issues: (i) whether the complaint disclosed sufficient foundational averments and material to proceed against respondents 1, 2 and 4 under Section 141 of the Negotiable Instruments Act, 1881; (ii) whether respondent 3 could be proceeded against on the basis of a mere office-bearer designation without specific factual linkage to the transaction.

Issue (i): Whether the complaint disclosed sufficient foundational averments and material to proceed against respondents 1, 2 and 4 under Section 141 of the Negotiable Instruments Act, 1881

Analysis: Vicarious liability under Section 141 requires specific averments that the accused was in charge of and responsible for the conduct of the business at the relevant time. The complaint must be read as a whole, and the absence of mechanical reproduction of statutory language is not fatal if the factual foundation is otherwise discernible. Here, the complaint and accompanying documents referred to antecedent borrowings, promissory notes, the memorandum of understanding, and the cheque transaction. The material prima facie showed participation of respondents 1, 2 and 4 in the underlying financial dealings, which was sufficient at the quashing stage.

Conclusion: The proceedings were rightly maintainable against respondents 1, 2 and 4.

Issue (ii): Whether respondent 3 could be proceeded against on the basis of a mere office-bearer designation without specific factual linkage to the transaction

Analysis: Mere designation as an office bearer does not by itself attract liability under Section 141. The complaint did not attribute any specific role to respondent 3, nor did any document show his participation in the transaction. In the absence of a factual foundation connecting him with the dishonoured cheque transaction, prosecution could not be sustained against him.

Conclusion: The proceedings against respondent 3 were liable to remain quashed.

Final Conclusion: The impugned quashing order was interfered with only to the extent of respondents 1, 2 and 4, while the quashing in favour of respondent 3 was affirmed, and the complaint stood revived against respondents 1, 2 and 4 alone.

Ratio Decidendi: For prosecution under Section 141 of the Negotiable Instruments Act, 1881, the complaint must disclose specific foundational facts showing that each accused was in charge of and responsible for the conduct of the business; however, where the complaint read as a whole and the supporting documents prima facie show participation in the transaction, threshold quashing is unwarranted, while a bare office-bearer designation without factual linkage is insufficient.

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