Case Note & Summary
The petitioner, Sanofi India Limited (formerly Aventis Pharma Limited), a public limited company, filed a petition under Section 482 of the Code of Criminal Procedure, 1973 (Cr.P.C.) seeking quashing of proceedings in Special C.C. No. 226/2017 pending before the XLVI Additional City Civil and Sessions Judge and Special Judge for CBI Cases, Bengaluru (CCH-47). The case arose from a CBI investigation into alleged criminal offences. The company was arraigned as an accused, but no directors or officers were impleaded. The core legal issue was whether a company alone can be prosecuted for criminal offences without its directors. The petitioner argued that a company, being a juristic person, cannot act on its own and requires natural persons to be held vicariously liable. The respondent-CBI contended that a company can be prosecuted independently. The Court, after hearing arguments, held that a company can only act through its directors or officers, and prosecuting the company alone would be an empty formality. The Court quashed the entire proceedings in Special C.C. No. 226/2017, including the impugned order dated 01.06.2017.
Headnote
A) Criminal Law - Prosecution of Company - Vicarious Liability - Section 482 Cr.P.C. - The question was whether a company can be prosecuted alone without its directors for criminal offences. The Court held that a company, being a juristic person, can only act through its directors or officers; therefore, prosecution of a company without impleading its directors is not maintainable as it would be an empty formality. The proceedings were quashed. (Paras 2-5)
Issue of Consideration
Whether a Company alone can be prosecuted for commission of criminal offences without its directors?
Final Decision
The petition is allowed. The entire proceedings in Special C.C. No. 226/2017 pending before the XLVI Additional City Civil and Sessions Judge and Special Judge for CBI Cases, Bengaluru (CCH-47) are quashed.
Law Points
- Criminal liability of company
- vicarious liability
- prosecution without natural persons
- Section 482 Cr.P.C.
- quashing of proceedings
Case Details
2019 LawText (KAR) (01) 103
Criminal Petition No. 4280/2018
Shri Uday Holla (Senior Advocate for petitioner), Shri P. Prasanna Kumar (Standing Counsel for respondent-CBI)
Sanofi India Limited (formerly Aventis Pharma Limited)
State represented by Central Bureau of Investigation, Anti-Corruption Branch, Bengaluru
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Nature of Litigation
Criminal petition under Section 482 Cr.P.C. seeking quashing of proceedings in a CBI case against a company.
Remedy Sought
Quashing of entire proceedings in Special C.C. No. 226/2017 pending before the XLVI Additional City Civil and Sessions Judge and Special Judge for CBI Cases, Bengaluru (CCH-47), including the impugned order dated 01.06.2017.
Filing Reason
The company was prosecuted alone without its directors for criminal offences, which the petitioner argued is not maintainable.
Issues
Whether a Company alone can be prosecuted for commission of criminal offences without its directors?
Submissions/Arguments
Petitioner argued that a company, being a juristic person, cannot be prosecuted alone without its directors or officers. Respondent-CBI argued that a company can be prosecuted independently.
Ratio Decidendi
A company, being a juristic person, can only act through its directors or officers. Prosecution of a company without impleading its directors is not maintainable as it would be an empty formality.
Judgment Excerpts
The question for consideration in this petition is, ‘whether a Company alone can be prosecuted for commission of criminal offences without its directors?’
Briefly stated the facts of the case are that the petitioner is a Public Limited Company. The CBI has filed a charge sheet against the petitioner alone without impleading any of its directors or officers.
Procedural History
The CBI filed a charge sheet against the petitioner company alone. The petitioner filed this criminal petition under Section 482 Cr.P.C. seeking quashing of the proceedings. The petition was heard and reserved for orders on 13.11.2018, and the order was pronounced on 15.02.2019.
Acts & Sections
- Code of Criminal Procedure, 1973: 482
