2012 (5) TMI 83 - SC - Companies Law

Liability of authorized signatory of a company to be prosecuted under Section 138 of the Negotiable Instruments Act, 1881 without the company being arraigned as an accused – Held that:- Section 141 of the Act operates in cases where an offence under Section 138 is committed by a company - If a person who commits offence under Section 138 of the Act, the company as well as every person in charge of and responsible to the company for the conduct of business of the company at the time of commission of offence is deemed to be guilty of the offence - the words "as well as the company" appearing in the Section make it absolutely unmistakably clear that when the company can be prosecuted, then only the persons mentioned in the other categories could be vicariously liable for the offence subject to the averments in the petition and proof thereof - there can be no vicarious liability unless there is a prosecution against the company – in favour of assessee.