Vicarious liability of directors requires specific averments; bare status as director cannot sustain prosecution or process orders.

Complaints against company directors under the Prevention of Food Adulteration Act, 1954 must contain specific averments showing either that the directors were in charge of and responsible for the conduct of the business, or that the offence occurred with their consent, connivance, or attributable neglect. Mere status as directors, or general allegations of participation in manufacturing, sale, stocking, or distribution, is insufficient to attract vicarious liability. Here, the complaints and supporting materials only showed that the petitioners were directors at the relevant time, with no concrete nexus to the alleged offence. Continuation of the prosecution would therefore amount to abuse of process, and the High Court could invoke inherent jurisdiction to quash the process orders.

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Issues: Whether complaints against company directors under the Prevention of Food Adulteration Act, 1954 disclosed the necessary averments to attract vicarious liability under Section 17(4), and whether the High Court could exercise inherent jurisdiction to quash the orders issuing process.

Analysis: Liability of directors for offences committed by a company does not arise merely because they hold office. Where a company-offence is alleged, the complaint must prima facie state either that the person proceeded against was in charge of and responsible for the conduct of the business, or that the offence was committed with the director's consent, connivance, or attributable neglect. On the face of the complaints here, the only allegation against the petitioning directors was that they were directors and had allegedly participated in manufacturing, sale, stocking, or distribution; there was no specific averment connecting them with the offence through consent, connivance, responsibility for business, or neglect. The accompanying materials were also insufficient, as they only showed that the petitioners were directors at the relevant time. In such circumstances, continuation of prosecution would amount to abuse of process, and inherent power could be invoked despite the availability of discharge proceedings before the Magistrate.

Conclusion: The complaints and process orders were unsustainable against the petitioning directors and were liable to be quashed under Section 482 of the Code of Criminal Procedure, 1973.

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