Vicarious criminal liability in corporate prosecutions requires arraigning the company; proceedings against a director alone were unsustainable.

Criminal complaints seeking to enforce alleged statutory offences committed in corporate business were not maintainable against an individual director alone where the company was not arraigned as an accused. In prosecutions involving vicarious liability, the corporate entity, as the principal accused and juristic person, must ordinarily be before the court when the statutory scheme contemplates prosecution of both the company and persons in charge of it. Proceeding only against the director, without impleading the company, was contrary to that governing principle, and the complaints and consequential proceedings were set aside.

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Issues: Whether complaints and criminal proceedings initiated against an individual Director, without arraigning the company as an /accused, were maintainable.

Analysis: The liability sought to be enforced was one arising from alleged statutory offences committed in the course of corporate business. The individual was described as a Director, but the corporate entity itself was not made an accused. In criminal prosecution of offences attracting vicarious liability, the company, being a juristic person, must ordinarily be before the Court as the principal accused where the statutory scheme requires prosecution of the company as well as those in charge of it. Proceeding only against the individual, without the company being arraigned, was held to be contrary to the governing principle applied by the Court.

Conclusion: The complaints and consequential proceedings against the petitioner alone were not maintainable and were set aside.

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