Specific averments and application of mind are required to prosecute company directors and issue process validly.

Vicarious criminal liability of company directors under Section 34 of the Drugs and Cosmetics Act requires specific averments that each director was in charge of, and responsible for, the company's business at the relevant time; a bare statement that the accused were directors or handled day-to-day affairs is insufficient. The complaint also indicated that persons specifically approved under the licensing regime for supervision and testing were different individuals, weakening prosecution by designation alone. An order issuing process must independently show application of mind and sufficient grounds to proceed; a presumed order from the roznama is not enough. On these grounds, proceedings against the appellants were quashed while the complaint continued against the remaining accused.

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Issues: (i) Whether the complaint contained the specific averments necessary to fasten vicarious liability on the company's directors under Section 34 of the Drugs and Cosmetics Act, 1940. (ii) Whether the order issuing process was valid when no formal order showed application of mind and sufficient grounds for proceeding.

Issue (i): Whether the complaint contained the specific averments necessary to fasten vicarious liability on the company's directors under Section 34 of the Drugs and Cosmetics Act, 1940.

Analysis: Vicarious criminal liability under Section 34 applies only to a person who, at the time of the offence, was in charge of and responsible to the company for the conduct of its business. A bald assertion that the accused were directors and were looking after day-to-day activities is not enough unless the complaint spells out how and in what manner they were responsible. The complaint also showed that the persons who were specifically approved under the licensing regime for supervision and testing were different individuals, which weakened the attempt to proceed against the appellants merely by designation.

Conclusion: The complaint did not satisfy the requirements for prosecuting the appellants under Section 34, and the proceedings against them could not be sustained.

Issue (ii): Whether the order issuing process was valid when no formal order showed application of mind and sufficient grounds for proceeding.

Analysis: An order issuing process is not an empty formality and must reflect that the Magistrate formed the requisite opinion after considering whether sufficient grounds existed to proceed. A mere presumption from the roznama cannot substitute for a formal order indicating such application of mind. On the record, there was in substance no valid order of issuance of process.

Conclusion: The order issuing process was unsustainable in law.

Final Conclusion: The proceedings against the appellants were quashed, while the complaint was left to continue against the remaining accused in accordance with law.

Ratio Decidendi: To prosecute a company director for an offence by the company, the complaint must contain specific averments showing that the director was in charge of and responsible for the company's business at the relevant time, and an order issuing process must independently reflect application of mind and sufficient grounds for proceeding.

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