Corporate criminal liability requires arraignment of the company before vicarious liability can be fastened on directors.

For offences committed by a company under the Bengal Excise Act, 1909, the company is the primary offender and directors face only derivative vicarious liability. Section 46B contemplates proceedings against the company and the persons in charge of its affairs, but where the company is not arraigned as an accused, the statutory basis for fastening liability on a director is not available. In such circumstances, prosecution against the director is not maintainable and the proceeding is liable to be quashed.

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Issues: Whether the prosecution against the director was maintainable in the absence of arraignment of the company, having regard to the statutory scheme governing offences by companies under the Bengal Excise Act, 1909.

Analysis: The complaint and prosecution report proceeded against the petitioner, who was a director of the importing company, but the company itself was not made an accused. Section 46B of the Bengal Excise Act, 1909 contemplates that where an offence punishable under the Act is committed by a company, the company and the persons in charge of its affairs may be proceeded against, subject to the conditions stated in the provision. In a case based on company liability, the company as a juristic person is the primary offender and the liability of directors is derivative. In the absence of the company being arraigned, the foundation for vicarious criminal liability against the director was not available.

Conclusion: The prosecution against the petitioner was not maintainable and the criminal proceeding was liable to be quashed.

Ratio Decidendi: In prosecutions for offences committed by a company, arraignment of the company is a condition precedent for fastening vicarious liability on its directors or officers unless the statute clearly provides otherwise.

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