Vicarious liability in company offences requires specific averments that directors controlled business at the time of the offence.

For fastening vicarious liability on directors for an offence by a company under Section 50 of the National Housing Bank Act, 1987, the complaint must specifically aver that they were in charge of and responsible for the company's business at the time of the offence; general assertions that they managed affairs or were jointly responsible are insufficient. On the pleaded facts, those requisite averments were absent against the directors, so the complaint could not proceed against them. A Managing Director stands on a different footing and is ordinarily treated as being in charge of and responsible for the company's business, and the company itself remained liable because no ground was shown to quash the complaint against it.

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Issues: Whether, in a complaint alleging an offence by a company under Section 50 of the National Housing Bank Act, 1987, the absence of specific averments that the directors were in charge of and responsible for the company's business at the time of the offence would justify quashing the complaint against them, and whether the complaint could still proceed against the company and its Managing Director.

Analysis: Section 50(1) of the National Housing Bank Act, 1987 is pari materia with Section 141 of the Negotiable Instruments Act, 1881. For fastening vicarious liability on persons other than the company, the complaint must specifically aver that, at the time of the offence, they were in charge of and responsible to the company for the conduct of its business. A general statement that the directors were managing the affairs of the company or were jointly and severally responsible is insufficient. On the facts pleaded, such requisite averments were absent against the directors. A Managing Director, by virtue of the office held, stands on a different footing and is ordinarily treated as being in charge of and responsible for the conduct of the company's business. The company itself remains liable where no reason is shown to quash the complaint against it.

Conclusion: The complaint could not proceed against the directors in the absence of the necessary averments, but it was not liable to be quashed against the company and the Managing Director.

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