Vicarious liability in company prosecutions requires specific pleadings linking the officer to business conduct; mere designation is insufficient.

Criminal prosecution of a company officer cannot proceed on mere designation as Managing Director; the complaint must contain specific averments that he was in charge of and responsible for the conduct of the company's business at the relevant time. Where the complaint attributes no individual act to the officer, does not clearly plead the statutory basis for vicarious liability, and the company itself is not arrayed as an accused, the foundational requirements for proceeding against the officer are not satisfied. On that footing, the proceedings against the appellant were quashed and the High Court order was set aside.

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Issues: Whether criminal proceedings against a Managing Director could be quashed for absence of specific averments in the complaint showing that he was in charge of and responsible for the conduct of the company's business, so as to attract vicarious liability for the alleged offence.

Analysis: The complaint did not attribute any specific act to the appellant and did not contain a clear statement that he was in charge of, or responsible for, the conduct of the business of the company in relation to the alleged offence. The prosecution was founded only on his status as Managing Director, while the company itself was not even arrayed as an accused. In the context of the statutory rule of vicarious liability under the Act, such a complaint is insufficient to proceed against a company officer.

Conclusion: The proceedings against the appellant were liable to be quashed and the High Court's order was set aside.

Final Conclusion: Criminal proceedings against the appellant could not be sustained in the absence of foundational pleadings connecting him with the offence and establishing the statutory basis for vicarious liability.

Ratio Decidendi: To prosecute an of a company for an offence committed by the company, the complaint must contain clear and specific averments that the person was in charge of and responsible for the conduct of the business at the relevant time; mere designation or office is insufficient.

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