Director Liability Under Negotiable Instruments Act Requires Specific Allegations of Management Involvement.

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....The law regarding the liability of a director for an offence u/s 138 of the Negotiable Instruments Act committed by a company is well-established. Section 141, being a penal provision, must be strictly construed. Only directors who were in charge of the day-to-day affairs and responsible for the conduct of the company's business can be held liable. The word 'in-charge of business' implies having overall control of the day-to-day business. To establish vicarious liability, the complainant must show that the director was associated with the day-to-day affairs and management. A director cannot be accused based on a cursory statement or vague averment. The appropriate pleadings/averments will be determined case-by-case. In the present case, the.........