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Principal associate in the Dispute, Governance and Regulatory Practice at the Delhi office of Cyril Amarchand Mangaldas. Umang has over thirteen years of experience and her areas of expertise cover corporate governance, dispute resolution, general corporate, securities law, white collar crimes. She can be reached at umang.pathak@cyrilshroff.com

Corporate Criminal Liability - Directors

Criminal liability encompasses two elements: actus reus (guilty act) and mens rea (guilty mind). There is no dispute that a company is liable to be prosecuted for criminal offences. However, the company being an artificial person cannot have the requisite mens rea, hence the question whether a company could be prosecuted for an offence for which the mandatory sentence is imprisonment.

The law has evolved from the position that a company cannot be prosecuted for offences that require imposition of a mandatory imprisonment[1], to the position that the mens rea of the ‘alter ego’ of the company (i.e. the person or group of people that guide the business of the company) will be imputed to the company as laid down by the Supreme Court in Iridium case [2].
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