Vicarious criminal liability of directors requires specific averments that they controlled and managed company business, not mere status.

Criminal prosecution of company directors cannot be sustained on the basis of directorship alone where the complaint does not contain a specific averment that they were in charge of and responsible for the conduct of the company's business at the relevant time. A bare allegation of status as a director, without particulars of the role played in the company's affairs, is insufficient to attract vicarious criminal liability under the relevant provision. On that footing, proceedings against the petitioners, who were treated only as mere directors, were quashed.

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Issues: Whether criminal proceedings against mere directors of a company could be sustained in the absence of specific allegations showing that they were in charge of and responsible for the conduct of the business of the company.

Analysis: The complaint proceeded against the petitioners only on the footing that they were directors. The pleadings did not state what part they played in the business, nor did they contain any specific averment indicating that they were in charge of or responsible for the conduct of the company's affairs. The relevant statutory provision fastens liability on persons who, at the time of the offence, were in charge of and responsible to the company for the conduct of its business. In such prosecutions, a bare reference to directorship without particulars is insufficient to sustain vicarious criminal liability.

Conclusion: The proceedings against the petitioners, being mere directors against whom no specific role was alleged, were quashed.

Ratio Decidendi: A company director cannot be subjected to criminal prosecution on the basis of mere status as a director unless the complaint contains a specific averment that the director was in charge of and responsible for the conduct of the company's business at the relevant time.

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