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7. Learned counsel submitted that to fasten vicarious liability it is necessary under Section 141 of the N.I. Act that the complainant must aver and prove how and in what manner the appellant was responsible in the conduct of the business of the Company. The complainant shall also state in the light of proviso to Section 141(1), in what capacity the appellant was in charge of day to day affairs of the default Company at the relevant time, particularly when cheques were issued. Respondent No. 2 (complainant) did not fulfill these prerequisites contemplated by the Act but sought to impute the appellant with vicarious liability only on account of the fact that the appellant had attended the Board Meeting of M/S Elite International Pvt. Ltd. held on 14th August, 2004. In that meeting, the Board of Directors authorized another Director to execute necessary documents in connection with trade finance facility from Respondent No. 2. The mere presence of the appellant in the Board Meeting on 14th August, 2004 would not amount to an offence punishable under Section 138 of the N.I. Act. Merely arraying a Director of a Company as an accused in the Complaint and making a bald or cursory statement without attributing any specific role, that the Director is responsible for the conduct of the business would not make a case of vicarious liability against a Director of the company under Section 141 of the N.I. Act. Similarly, simply stating that the appellant was in charge of the affairs of the Company would not be sufficient to justify the allegation under Section 138 of the N.I. Act. In other words, the complainant must explain the role specifically attributable to the appellant in the commission of the offence. Placing reliance on this Court's judgment in National Small Industries Corporation Vs. Harmeet Singh Paintal & Anr. (2010) 3 SCC 330 learned counsel submitted that the law is well settled by this Court in a catena of cases that the complainant should specifically show as to how and in what manner the accused was responsible.

"Section 141 is a penal provision creating vicarious liability, and which, as per settled law, must be strictly construed. It is therefore, not sufficient to make a bald cursory statement in a complaint that the Director (arrayed as an accused) is in charge of and responsible to the company for the conduct of the business of the company without anything more as to the role of the Director. But the complaint should spell out as to how and in what manner Respondent 1 was in charge of or was responsible to the accused Company for the conduct of its business. This is in consonance with strict interpretation of penal statutes, especially, where such statutes create vicarious liability.

21. In Sabitha Ramamurthy & Anr. Vs. R.B.S. Channbasavaradhya (2006) 10 SCC 581, it was held by this Court that it is not necessary for the complainant to specifically reproduce the wordings of the section but what is required is a clear statement of fact so as to enable the court to arrive at a prima facie opinion that the accused is vicariously liable. [pic]Section 141 raises a legal fiction. By reason of the said provision, a person although is not personally liable for commission of such an offence would be vicariously liable therefor. Such vicarious liability can be inferred so far as a company registered or incorporated under the Companies Act, 1956 is concerned only if the requisite statements, which are required to be averred in the complaint petition, are made so as to make the accused therein vicariously liable for the offence committed by the company. By verbatim reproducing the wording of the Section without a clear statement of fact supported by proper evidence, so as to make the accused vicariously liable, is a ground for quashing proceedings initiated against such person under Section 141 of the N.I. Act.

27. Unfortunately, the High Court did not deal the issue in a proper perspective and committed error in dismissing the writ petitions by holding that in the Complaints filed by the Respondent No. 2, specific averments were made against the appellant. But on the contrary, taking the complaint as a whole, it can be inferred that in the entire complaint, no specific role is attributed to the appellant in the commission of offence. It is settled law that to attract a case under Section 141 of the N.I. Act a specific role must have been played by a Director of the Company for fastening vicarious liability. But in this case, the appellant was neither a Director of the accused Company nor in charge of or involved in the day to day affairs of the Company at the time of commission of the alleged offence. There is not even a whisper or shred of evidence on record to show that there is any act committed by the appellant from which a reasonable inference can be drawn that the appellant could be vicariously held liable for the offence with which she is charged.