Vicarious liability of company directors requires a specific averment of responsibility for business conduct before prosecution can proceed.

Vicarious liability of company directors must be strictly pleaded, and a complaint is not maintainable unless it specifically alleges that the accused was in charge of, and responsible for, the conduct of the company's business. A bare statement that directors were managing the company's affairs is insufficient where it does not show overall control of day-to-day business. In the absence of this foundational averment, prosecution cannot be sustained against the directors, and the complaint and summoning order are unsustainable to that extent.

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Issues: Whether a complaint against company directors was maintainable in the absence of a specific ment that they were in charge of and responsible for the conduct of the company's business under the company-liability provision.

Analysis: The liability of persons connected with a company for contraventions committed by the company is vicarious and the statutory language must therefore be strictly construed. The complaint merely stated that the accused directors were managing the affairs of the company, but did not allege that the petitioner was in charge of, and responsible to, the company for the conduct of its business. For fastening such liability, a clear averment of overall control of the day-to-day business is necessary. In the absence of that foundational allegation, no prosecution could be sustained against the directors.

Conclusion: The complaint and summoning order were unsustainable insofar as they related to the directors, including the petitioner.

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