Dishonoured cheque liability fails where the company was already dissolved and director responsibility was not specifically pleaded.

A cheque allegedly issued in the name of a company after its dissolution cannot sustain a prosecution under Section 138 of the Negotiable Instruments Act because a dissolved company has no juristic existence and the instrument is not legally enforceable. Vicarious liability under Section 141 also fails where the complaint does not contain a specific averment that the Director was in charge of and responsible for the company's day-to-day business at the relevant time. On these pleaded facts, the complaint and the proceedings against the Director were quashed.

---

---

Issues: (i) Whether a complaint under Section 138 of the Negotiable Instruments Act, 1881 is maintainable where the cheque is alleged to have been issued in the name of a company after the company had already been dissolved. (ii) Whether the Director could be proceeded against under Section 141 of the Negotiable Instruments Act, 1881 in the absence of a specific averment that he was in charge of and responsible for the day-to-day affairs of the company at the relevant time.

Issue (i): Whether a complaint under Section 138 of the Negotiable Instruments Act, 1881 is maintainable where the cheque is alleged to have been issued in the name of a company after the company had already been dissolved.

Analysis: The company had been struck off and declared dissolved long before the cheque was issued. A cheque issued in the name of a non-existent company cannot be treated as a legally enforceable instrument. Once dissolution occurs, the company loses its juristic existence, and no valid offence under Section 138 can be founded on such a cheque.

Conclusion: The complaint under Section 138 is not maintainable on this footing.

Issue (ii): Whether the Director could be proceeded against under Section 141 of the Negotiable Instruments Act, 1881 in the absence of a specific averment that he was in charge of and responsible for the day-to-day affairs of the company at the relevant time.

Analysis: Vicarious liability under Section 141 depends on the company being the drawer and on requisite pleadings showing that the accused Director was in charge of and responsible for the conduct of the company's business. The complaint contained no such foundational averment. In any event, where the cheque itself is issued after dissolution of the company, the Director cannot be fastened with liability for a cheque issued by a legally non-existent entity.

Conclusion: The Director cannot be proceeded against on the pleaded facts.

Final Conclusion: The proceedings were quashed because the alleged cheque was issued after dissolution of the company and the complaint lacked the necessary basis to sustain vicarious liability against the Director.

Ratio Decidendi: A cheque allegedly issued on behalf of a company after its dissolution is void ab initio and cannot sustain proceedings under Section 138 of the Negotiable Instruments Act, 1881; vicarious liability under Section 141 arises only where the complaint properly pleads the accused's role in the company's business at the relevant time.

---