Company officers can be prosecuted without separate arraignment of the company, if company contravention is proved in evidence.

In prosecutions for contravention of section 58A of the Companies Act, 1956, officers in default may be proceeded against even if the company is not separately arraigned as an accused, because the statute does not make prosecution of the company a condition precedent. Liability of the officers still depends on proof that the company committed the contravention, and that issue may be established in evidence even without separate impleadment. Whether amounts received were deposits or advances was a disputed question of fact for trial and not for quashing proceedings. The complaint was therefore maintainable and quashing on the ground of non-impleadment of the company was refused.

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Issues: Whether criminal proceedings could be quashed on the ground that the company was not arrayed as an accused when the complaint was filed against its officers under section 58A(6) of the Companies Act, 1956.

Analysis: The complaint alleged contravention of section 58A and the Companies (Acceptance of Deposits) Rules, 1975. The contention that the company's non-impleadment rendered the prosecution incompetent was rejected. Section 58A(6) makes the company punishable for the contravention and also makes every officer of the company who is in default punishable. The provision does not make prosecution of the company a condition precedent for proceeding against the officers. The essential requirement is that the contravention by the company must be established before the officers can be convicted, and that finding can be reached even if the company is not separately arraigned. The question whether the amounts received were deposits or advances was treated as a disputed question of fact to be determined at trial and not in quashing proceedings.

Conclusion: The prosecution against the petitioners was held maintainable and the request to quash the complaint on the ground of non-impleadment of the company was rejected.

Ratio Decidendi: In prosecutions for contravention by a company, the officers in default can be proceeded against even if the company is not separately made an accused, provided the contravention by the company is established in evidence.

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