A corporation can be prosecuted for criminal offences requiring mens rea, as the intent of its directors can be attributed to the company.

judgment :

S.S. Mishra, J.

1. The petitioner, a juristic person being a private limited company, has approached this Court under Section 482 of the Cr.P.C., 1973 assailing the order dated 18.11.2023 passed by the learned Special Judge (C.B.I.-I), Bhubaneswar in T.R. Case No. 01 of 2008 arising out of FIR No. RC BSK 2007 E 002, whereby the petition filed under Section 239 of the Cr.P.C. seeking discharge from the offences punishable under Sections 420 and 120-B of the IPC was rejected.

2. Heard Mr. Devashis Panda, learned Counsel for the petitioner and Mr. Sarthak Nayak, learned Special P.P. -cum- Retainer Counsel, Union of India (C.B.I.), Opposite Party.

Facts of the Case

3. The facts of the case, briefly stated, devoid of unnecessary details, are that the co-accused persons, namely Surendra Nath Dash (Managing Director of the present petitioner) and Rama Krishna Mishra (an employee under Surendra Nath Dash, operating one of the other company’s accounts on behalf of Surendra Nath Dash), allegedly entered into a criminal conspiracy with the co-accused bank officers of Indian Overseas Bank, Paradip Branch. In furtherance thereof, Surendra Nath Dash, who was operating Current Account (C.A.) No.459 belonging to the present petitioner, i.e., Interlink Private Limited (along with some other accounts which are not relevant), at the same branch, allegedly deposited cheques drawn on various accounts having insufficient funds to cover their face value. The co-accused bank officials, in violation of banking norms and by suppressing such overdrafts from the Regional Office, permitted the account holders to overdraw amounts, thereby conferring an undue advantage to the tune of Rs. 8.75 crores either upon themselves or the co-accused bank officers, resulting in corresponding pecuniary loss to the Indian Overseas Bank.

4. As the accused person, namely Surendra Nath Dash, who was the Managing Director of the present petitioner, was operating the petitioner’s account in the said bank, the present petitioner has also been brought within the purview of investigation, thereby making it a party to the case and subjecting it to face criminal proceedings for the offence primarily conceived by its Managing Director. Aggrieved by the same, the petitioner has approached this Court on numerous occasions by filing multiple petitions and appeals, all of which have either been dismissed or withdrawn, except on the very first occasion when this Court directed re- framing of charges, having noted that a charge under Section 477-A IPC was framed against the present petitioner, and held that a company could not be considered a clerk, officer, or servant. However, following the withdrawal of the last CRLMA, i.e., CRLMA No. 315 of 2022, by the petitioner on 27.03.2023, the petitioner filed an application for discharge before the learned Special Judge (C.B.I.-I), which was summarily rejected by the learned Trial Court vide order dated 18.11.2023. The said order is under challenge in the present case.

Submissions made by the learned Counsel for the Petitioner

5. Learned Counsel Mr. Panda, appearing for the petitioner, submitted that the discharge petition filed by the petitioner company was arbitrarily rejected by the learned Trial Court vide order dated 18.11.2023 without specifying the material relied upon to conclude that a strong prima facie case under Sections 120-B and 420 IPC exists against the petitioner. It is contended that the order merely records a general observation regarding vicarious liability without identifying any specific incriminating material against the company.

6. It is further submitted th