As per case facts, the Petitioner, a distributor, provided blank security cheques to the Respondent, the principal company, as a precondition for distributorship. Later, the Respondent presented one such cheque ... for encashment, which was dishonoured due to "exceeds arrangement." The Petitioner claimed that no legally enforceable debt existed at the time of issuance or presentation, asserting the cheque was purely for security, and filed a Civil Suit contesting the termination of agency and outstanding dues before the criminal complaint. The question arose whether a security cheque can be the basis for a complaint under Section 138 of the NI Act, and if directors can be held vicariously liable. Finally, the court found that a security cheque matures into a cheque for discharge of debt if a legally enforceable debt exists at the time of presentation. It also concluded that specific averments linking directors to day-to-day management and financial affairs establish vicarious liability, especially for a managing director who signed the cheque and for directors in closely held companies. The court dismissed the petition, stating that the defense involves disputed facts requiring trial.