without the Company in the party array, the prosecution against in their official capacity as directors of the Company cannot be sustained.

IN THE HIGH COURT OF KERALA AT ERNAKULAM

PRESENT

THE HONOURABLE DR. JUSTICE KAUSER EDAPPAGATH

WEDNESDAY, THE 15TH DAY OF MARCH 2023 / 24TH PHALGUNA, 1944

CRL.MC NO. 8766 OF 2022

(AGAINST FIR NO.VC.06/2022/TSR OF VIGILANCE & 

ANTI-CORRUPTION BUREAU, THRISSUR)

7. It was the Company which approached the Taluk Land

Board with an application for exemption. The order passed was in

favour of the Company which is a legal entity. The accused Nos.5 to

10 have been arrayed as an accused in their official capacity as

directors of the Company. In short, vicarious liability is sought to be

imposed on them. However, the Company as such has not been

arrayed as accused. The allegations in the FIR are essentially

Crl.M.C.Nos.8766/2022, 

1338 & 1480/2023

-:23:-

attributable to the acts purportedly committed by the accused Nos.5

to 10 in their official capacity as directors of the Company. There is no

allegation that they independently or in their personal capacity

gained out of the transaction. It is settled that in the absence of a

specific allegation against the managing director or directors of

vicarious liability, no criminal proceedings can be initiated against

them in the absence of Company being arrayed as a party. When a

complainant intends to rope in a managing director or any officer of a

Company, it is essential to make requisite allegations to constitute

vicarious liability [See Sharad Kumar Sanghi v. Sangita Rane

(2015) 12 SCC 781 and also Sushil Sethi and Another v. State of

Arunachal Pradesh and Others (2020) 3 SCC 240]. Here also,

there is no specific averment to constitute vicarious liability. There is

also no averment that the accused Nos. 5 to 10 were in-charge of and

responsible for the business of the Company and by virtue of their

position, they are liable to be proceeded with. Hence, without the

Company in the party array, the prosecution against the accused

Nos.5 to 10 in their official capacity as directors of the Company

cannot be sustained.