Vicarious criminal liability for company officers turns on foundational averments, with the Chairman quashed but the General Manager proceeding.

For fastening vicarious criminal liability on a company officer, the complaint must contain foundational averments that the person was in charge of and responsible for the company's business, unless the office itself inherently imports that responsibility. On that test, mere designation as Chairman was insufficient, so the proceedings were quashed against him. A General Manager stands on a different footing because the post prima facie suggests involvement in day-to-day business; the absence of a specific averment was therefore not fatal at the threshold, and the proceedings were allowed to continue against him. Questions about whether he handled only policy matters were treated as matters of defence.

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Issues: (i) Whether the complaint disclosed the necessary averments to proceed against the Chairman of the company with respect to vicarious liability for the alleged statutory offences. (ii) Whether the General Manager of the company could be proceeded against on a prima facie basis even in the absence of a specific averment that he was in charge of and responsible for the company's day-to-day business.

Issue (i): Whether the complaint disclosed the necessary averments to proceed against the Chairman of the company with respect to vicarious liability for the alleged statutory offences.

Analysis: For fastening vicarious criminal liability on an officer of a company, the complaint must contain the requisite foundational averment that the person was in charge of and responsible for the conduct of the business of the company, unless the position held by that person by its very nature carries such responsibility. Mere designation is not enough where the complaint does not otherwise disclose the necessary role in the conduct of business. The complaint here contained no sufficient averment against the Chairman to satisfy that requirement.

Conclusion: The proceedings were liable to be quashed against the Chairman.

Issue (ii): Whether the General Manager of the company could be proceeded against on a prima facie basis even in the absence of a specific averment that he was in charge of and responsible for the company's day-to-day business.

Analysis: A General Manager stands on a different footing from a mere director or policy-level functionary because, by the nature of the office, he is prima facie connected with the conduct of the company's business. The Court treated the admitted designation of General Manager as sufficient to raise a prima facie inference of responsibility for day-to-day affairs, making quashing inappropriate at the threshold. Questions that the General Manager dealt only with policy matters were treated as matters of defence and not grounds for quashing.

Conclusion: The proceedings were not liable to be quashed against the General Manager.

Final Conclusion: The revisions succeeded only to the extent of the Chairman, against whom the complaint was quashed, while the challenge by the General Manager failed and the complaint was allowed to continue against him.

Ratio Decidendi: In prosecutions involving company officers, quashing depends on whether the complaint discloses the requisite foundational averments or whether the office held itself prima facie imports responsibility for the conduct of the company's business; a mere designation is insufficient for one category of officer but may suffice for another where the nature of the office indicates control over day-to-day affairs.

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