Vicarious corporate liability requires specific averments and company arraignment before directors can be prosecuted.

Vicarious criminal liability under the Minimum Wages Act arises only on specific pleadings showing that the director or officer was in charge of and responsible for the company's business, or that the offence was committed with consent, connivance, or neglect. Mere status as a director is insufficient, and the complaint must lay the necessary factual foundation before prosecution can proceed. In prosecutions based on corporate wrongdoing, the company is ordinarily the principal offender, so its arraignment is generally required before liability can be extended to its officers; absent that basis, the complaint is legally unsustainable.

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Issues: (i) Whether a criminal complaint under the Minimum Wages Act, 1948 could proceed against a director without specific averments that he was in charge of and responsible to the company for its business, and without showing consent, connivance, or neglect; (ii) Whether prosecution could be sustained when the company itself was not arraigned as an accused.

Issue (i): Whether a criminal complaint under the Minimum Wages Act, 1948 could proceed against a director without specific averments that he was in charge of and responsible to the company for its business, and without showing consent, connivance, or neglect.

Analysis: The liability created by Section 22C is vicarious and arises only when the complaint contains the necessary factual foundation. Under sub-section (1), the prosecution must first allege and establish that the person was in charge of and responsible to the company for the conduct of its business. The proviso is an exception available to the accused and does not relieve the prosecution of its initial burden. Under sub-section (2), a director, manager, secretary, or other officer can be proceeded against only if the offence is shown to have been committed with consent, connivance, or neglect on his part. Mere status as a director is insufficient.

Conclusion: The complaint was legally deficient against the appellant, and the prosecution could not be sustained on the basis of the averments made.

Issue (ii): Whether prosecution could be sustained when the company itself was not arraigned as an accused.

Analysis: The offence alleged was attributable to the company's business, yet the company was neither made an accused nor summoned. In prosecutions founded on vicarious liability of the kind created by Section 22C, the company is the principal offender and its arraignment is ordinarily a necessary condition for fastening liability on officers. Without the company being proceeded against, the drag-net of vicarious liability could not be validly extended to the appellant. The complaint also failed to explain the factual basis for treating the ATM site as a worksite requiring compliance in the manner alleged.

Conclusion: The absence of the company as an accused rendered the prosecution against the appellant unsustainable.

Final Conclusion: The complaint and summoning order could not stand against the appellant, and the connected proceedings were quashed.

Ratio Decidendi: In a prosecution based on vicarious corporate liability, the complaint must contain specific averments satisfying the statutory conditions for fastening liability on officers, and the company's arraignment is ordinarily essential before criminal liability can be extended to its officers.

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