CORPORATE CRIMINAL

LIABILITY
 Difficulties?
Question is whether / not a corp. as
an artificial person is capable of
committing a crime & hence can be
liable by court ?
Fictional Creation
No mind, no soul
No question of mens rea
Co. cannot be guilty of a crime?
Criminal guilt required intent & a
Co. not having a mind cannot form
any intent?
Co. has no body that can be
imprisoned?
Judges required the accused to be
brought physically before the Court?
No Possibility in case of Co?
 Corporate Criminal Liability
Courts Co. could not be criminally
prosecuted for offenses requiring mens rea as
they could not possess the requisite mens rea.
Mens rea is an essential element for majority, if
not all, of offenses that would entail
imprisonment / other penalty for its violation.
Co. could not be prosecuted for offenses
requiring a mandatory punishment of
imprisonment, as they could not be imprisoned.
 Corporations & their officers
Corp. may be criminally liable gets some support from Sec. 11,
IPC which has also the effect of giving them the benefit of
criminal law if they happen to become the victim of specific
offences sentenced to imprisonment. Syndicate Transport Co.,
(1963) 66 Bom LR 197.
If the offence is punishable with fine only, the corp. (e.g. a local
authority) can be punished.- Girdharilal v. Lalchand, 1970 Cr LJ
987 (Raj).
Question of liability of Directors & Responsible Officers -
Unless they
Technically, can prove
the offender is a Corp.,that - Offence
the Directors, was
may still be
committed
liable (in addition to the criminal liability of the corp.) if their
own participation in the offence amounts to abetting the offence
Without their knowledge, /
within the meaning of SS 107 & 108, IPC
That theyenacted
Special Acts exercised all due
- Contain diligence
provisions to prevent
- Directors & other
the- commission
Officers are also declaredof that offence.
criminally liable for an offence
against that special Act,
 A.K. Khosla v T.S. Venkatesan, (1992) Cr. L.J. 1448
2 Co. - Charged with having committed fraud (IPC)
Magistrate issued process against the Co.
Argument - inter alia - Co., as juristic persons,
could not be prosecuted for offences - for which
mens rea is an essential ingredient.
Two prerequisites for the prosecution of corporate
bodies
Being that of mens rea &
Being the ability to impose the mandatory sentence of
imprisonment.
Each of these prerequisites rendered the prosecution of
the defendant Co. futile:
A corporate body could not be said to have the necessary
mens rea, nor can it be sentenced to imprisonment as it
has no physical body.
 Kalpanath Rai v State, (Through CBI) (1997) 8 SCC 732
M Mukharji, K Thomas
M/s. East West Travel & Trade-Links Ltd (Hotel
Hans Plaza) - Accused & arraigned under TADA -
was alleged to have harbored terrorists.
Trial court convicted the Co. U/S 3(4) of the TADA.
SC referred to the definition of the word Harbour
(Sec. 52A of the IPC)
3(4) Whoever harbours / conceals, / attempts to harbour
/ conceal, any terrorist shall be punishable with
imprisonment for a term which shall not be less than
five years but which may extend to imprisonment for
life & shall also be liable to fine
Held - Nothing in TADA, either express / implied, to
indicate - mens rea element had been excluded from
the offense U/S 3(4) of TADA.
 Court observed -
in many recent penal statutes, Cos / Corps
are deemed to be offenders on the strength of
the acts committed by persons responsible for
the management / affairs of such Cos / Corps
e.g. Essential Commodities Act, Prevention of
Food Adulteration Act, etc. . . . But there is no
such provision in TADA which makes the Co.
liable for the acts of its officers.
No scope whatsoever to prosecute a Co. for the
offense U/S 3(4) of TADA
 Referred - State of Maharashtra v Mayer Hans George A.I.R. 1965
S.C. 722 & Nathulal v State of M.P. A.I.R. 1966 S.C. 43

Settled legal proposition that - unless the statute

clearly excludes mens rea in the commission of an
offense, the same must be treated as an essential
ingredient of the act in order for the act to be
punishable with imprisonment and/or fine.
Taking this reasoning a step further - Held that
an accused Co. could not possess the requisite
mens rea, even if any terrorist had been allowed
to occupy the rooms in its hotel.
 Zee Telefilms Ltd. v. Sahara India Co. Corp. Ltd.,
(2001) 1 CAL.L.T 262 HC
Complaint filed against Zee U/S 500 of the IPC.
Complaint alleged that Zee had telecasted a program based on
falsehood & thereby defamed Sahara India.
Held - mens rea was one of the essential elements of the
offense of criminal defamation &
Co. was incapable of committing an offence of which
mens rea / a particular state of mind / intention is the
essential ingredient of such offence,
Process issued against ZEE must be quashed though
the case instituted against others may be maintainable
& proceeded with.
Allowed the application & quash the process /
summons issued by the Magistrate against ZEE.
 Asst. Commissioner, Assessment- II, Bangalore & Ors. v.
Velliappa Textiles Ltd. & Ors. AIR 2004 SC 86
Prosecution launched against - Velliappa Textiles Ltd.
for the offences punishable u/ss. 276-C (willful attempt
to evade tax), 277 (False Statement in Verification) &
278 (Abatement of false return) R/W Sec. 278-B
(Offences by Cos)
Each of these SSs requires mandatory imposition of
imprisonment Coupled With Fine -
B.N. Srikrishna J. said that:
Corporate criminal liability cannot be imposed without
making corresponding legislative changes.
Held that Co. cannot be prosecuted for offences which
require imposition of a mandatory form of
imprisonment coupled with fine.
 Held that
Where the punishment provided is
imprisonment and fine the Court cannot
impose only fine.
Majority judgment in this case indicated that -
the situation is not one of an interpretational
exercise, but one that calls rectification of an
irretrievable error in drafting of the concerned
statute. It signalizes that imposition of fine in
lieu of imprisonment is required to be
introduced in many SS of the penal statutes.
 Standard Chartered Bank & Ors v/s. Directorate of
Enforcement & Ors AIR 2005 SC 2622
Whether / not a corporate body could be
prosecuted for offences for which the sentence of
imprisonment is a mandatory punishment?
Co. - Prosecuted for the offence u/s. 56 of FERA
1973
Sec. 56 - When the amount / values involved in
the offence exceeds Rs. 1 lakh - with
imprisonment for a term of not less than 6
months but which may extend to 7 years
and with fine.
 Standard Chartered Case
No discretion to Court to impose imprisonment
or fine?
No possibility to prosecute Co. as the custodial
sentence cannot be imposed on it?
Word person is used but that word has not
been defined in FERA 1973
General Clauses Act (S.3(42)) Person
Includes Co. & Corporate bodies / Association /
body of individuals, whether incorporated / not.
Indian Penal Code, Sec. 11 - Person.- The word
person includes any company or association or body
of persons, whether incorporated or not.
 LITERAL & STRICT INTERPRETATION
V.
MISCHIEF RULE?
To provide complete justice?
Main aim of the rule is to determine the
mischief & defect that the statute in
question has, specify the remedy, & what
ruling would effectively implement this
remedy
No justification in case Court allows offender
to completely escape liability
Allowed to prosecute the Co. & -
Held that merely because there is no specific
mention in the Sec. that in the event of breach
committed by the Cos & Corps, the
Punishment can only be in the nature of fine is
no ground to draw the conclusion that there is a
fatal lacuna in the provision & corps should
not be allowed to go scot free.
A Co. being a juristic person cannot obviously
be sentenced to imprisonment as it cannot suffer
imprisonment It is settled law that sentence /
punishment must follow conviction; & if only
corporal punishment is prescribed, a Co. which
is a juristic person cannot be prosecuted as it
cannot be punished.
If, however, both sentence of imprisonment &
fine is prescribed for natural persons & juristic
persons jointly, then, though the sentence of
imprisonment cannot be awarded to a Co., only
the sentence of fine can be imposed on it.
Intention of the Legislature is to give complete
immunity from prosecution to the corporate bodies
for these grave offenses.
Offenses mentioned U/S 56(1), FERA for which
the minimum sentence of 6 months imprisonment is
prescribed, are serious offenses & if committed
would have serious financial consequences affecting
the economy of the country.
All those offenses could be committed by Co. or
corporate bodies. We do not think that the
legislative intent is not to prosecute the Cos for
these serious offenses, if these offenses involve the
amount / value of more than Rs. 1 lakh
 ILLUSTRATION
Suppose a Co. has committed two offences.
1. Cheating & dishonestly inducing
delivery of property covered U/S 420, IPC.
Prescribed punishment is
imprisonment, which may extend to
seven years and fine
2. Offense U/S 417, Simple cheating
Prescribed punishment is imprisonment
for a term which may extend to one year,
a fine, or both.
 Accepting the Velliappa case
It would mean that - For the offense U/S 417-
which is a minor offense - a Co. could be
prosecuted & punished with a fine,
whereas for the offense U/S 420, which is an
aggravated form of cheating Co. could not be
prosecuted as there is a mandatory sentence of
imprisonment & Court has no discretion to
impose only fine.
This interpretation clearly produced an illogical
result?
Court got the discretionary power to impose
only fine in such cases.
 41st Law Commission Report - Paragraph 24.7
Suggested amendment to Sec. 62, IPC by adding the
following lines:
Where the only punishment which the Court can
impose is death, penal servitude, imprisonment or
whipping or a punishment which is otherwise
inappropriate to a body corporate, such as a
declaration that the offender is a rogue & a vagabond,
- Court will not stultify itself by breaking on a trial in
which, if the verdict of guilt is returned no effective
order by way of sentence can be made
In every case in which the offence is only punishable
with imprisonment or with imprisonment & fine &
Offender is a Co. / other body corporate / an Assn. of
individuals - It shall be competent to the court to
sentence such offender to fine only.
 47th Law Commission Report Paragraph 8.3
Recommended - Following provision should be
inserted in the IPC, say, Section 62:
(1) In every case in which the offence is
punishable with imprisonment only or with
imprisonment & fine, & the offender is Corp., it
shall be competent to the Court to sentence such
offender to fine only.
(2) In every case in which the offender is
punishable with imprisonment & any other
punishment not being fine, & the offender is a
Corp., it shall be competent to the Court to
sentence such offender to fine.
(3) In T/S Corp. means an incorporated Co. /
other body Corp., & includes a firm & other
association of individuals.
 Jurisprudence - Post Standard Chartered
Iridium India Telecom Limited v Motorola Incorporated & others
2010 Indlaw SC 932, (2011) 1 SCC 74
Iridium India complained against Motorola U/S 420
R/W Sec. 120B, IPC
Iridium India Telecom (+Some banks &
institutions) in good faith collectively invested a
sum of US $70 million for purchasing equity of
Iridium Inc. as well as spent a sum of about Rs. 150
crores in setting up a gateway at Deghi in Pune.
Representations made by Motorola proved to be
false, dishonest, fraudulent & deceitful as it was
discovered that Iridium Project was a complete
failure & proved to be a complete non-starter &
technological failure.
 Issue-- Whether a Co. can be prosecuted for offences
involving mens rea?
Cos & corporate houses can no longer claim
immunity from criminal prosecution on the
ground that they are incapable of possessing the
necessary mens rea for commission of criminal
offences.
Criminal liability of a Co. would arise when an
offence is committed in relation to the business
of the corp. by a person / body of persons in
control of its affairs.
Mens rea is attributed to Co.s on the principle
of alter ego of the Co.
Further, it was heldthat once it is established
that there has been any fraudulent
misrepresentation / willful concealment by
which a person has been induced to enter into a
contract, it is no answer to his claim to be
relieved from it to tell him that he might have
known the truth by proper inquiry.
Entitled to an opportunity to establish that
Motorola & its representatives were aware
of the falsity of the representations at the
time when they were made.
Held that - Criminal liability of a Co.
would arise when an offence is committed
in relation to the business of the Co. by a
person or a body of persons in control of
its affairs.
Held in Standard Chartered Bank v
Directorate of Enforcement, (2005) 4 SCC
530 was repeated & Allowed -
Prosecution
 Aneeta Hada and others v Godfather Travels and Tours Pvt. Ltd.
(2012) 5 SCC 661; (2012) 172 Comp Cases 75

Justice S B Sinha - I have no doubt whatsoever in our

mind that prosecution of the co. is a sine qua non for
prosecution of the other persons who fall within the 2nd
& 3rd categories of the candidates, viz., everyone who
was in-charge & was responsible for the business of the
co. & any other person who was a director/ MD /
secretary / officer of the co. with whose connivance /
due to whose neglect the Co. had committed the
offence.
National Small Industries Corporation Ltd v Harmeet Singh
Paintal & anr., (2010) 3 SCC 330; Anita Malhotra v Apparel
Export Promotion Council & anr., (2012) 1 SCC 520; N.K. Wahi v.
Shekhar Singh & ors., (2007) 9 SCC 481
 SMS Pharmaceuticals Ltd. v. Neeta Bhalla and
Another (2005) 8 SCC 89

it has been opined that the criminal liability on

account of dishonour of cheque primarily falls
on the drawee co. & is extended to the officers of
the co. & as there is a specific provision
extending the liability to the officers, the
conditions incorporated in S. 141 are to be
satisfied.
 A Co. is in the same position in relation to criminal
liability as a natural person & may be convicted of
common law & statutory offences including those
requiring mens rea. (Halsburys Laws of England,
Volume 11(1), in paragraph 35)
Liability in respect of criminal prosecution a Co.
shall be liable for criminal prosecution for crimes
punishable with fine;
In certain jurisdictions, a Co. cannot be convicted
except as specifically provided by statute. (Corpus
Juris Secundum, in paragraph 1358)
 M.V. Javali v. Mahajan Borewell & Co. & Others 1997 Indlaw SC 630, (1997)
8 SCC 72
Anath Bandhu Samanta v Corporation of Calcutta (1952) 22 Comp Cas 175,
177 (Cal).
Dharma Pratishthan v Mandal (B), IACIT (1988) 173 ITR 487 (Del).
Those who control / manage the affairs of the co. are regarded in a sense as
the co. itself because they are identified with the co. & their acts & the state
of mind are imputed to it whenever they are acting in their capacity as its
controlling officers.
The higher directorate was held to be acting as the banking co. & its mind
was held to be the mind of the co.; so if it was of a guilty mind, then the guilt
was the guilt of the co.- the real culprit in a notional entity, a ghostly person,
a legal person.
Delhi Development Authority v Punjab National Bank (1981) 19
DLT 353.
Municipal Corporation of Delhi v JB Bottling Co Pvt Ltd (1975)
Cri LJ 1148.
 Criminal Liability
Fundamental Rights of a Corporation
Fair trial = Procedural safeguards
Issue of Political funding
Punishments for Corporations:
Restitution; Fines;
Forfeiture clauses;
Public apologies
Seizure of property;
Freezing orders
Banning advertisement;
Probation U/Court supervision;
Lennards Carrying Co Ltd v Asiatic
Petroleum Co Ltd, [1915] AC 705
Ship sank & the cargo was lost
First introduced the alter ego theory of
corporate liability
...a Corp. is an abstraction. -It has no mind of
its own any more than it has a body of its
own; Its active & directing will must
consequently be sought in the person of
somebody who for some purposes may be called
an agent, but who is really the directing
mind & will of the Corp., the very ego &
centre of the personality of the Corp...
Lennards Carrying Co Ltd v Asiatic
Petroleum Co Ltd, [1915] AC 705
It must be upon the true construction of that Sec. in such a case
as the present one that the fault / Privity is the fault / Privity of
somebody who is not merely a servant / agent for whom the Co.
is liable upon the footing respondeat superior, but
somebody for whom the Co. is liable because his action is the
very action of the Co. itself.
It is not enough that the fault should be the fault of a
servant in order to exonerate the owner, the fault must
also be one which is not the fault of the owner, / a fault
to which the owner is privy; & I take the view that
when anybody sets up that Sec. to excuse himself from
the normal consequences of the maxim respondeat
superior the burden lies upon him to do so.
 Identification principle - Lennard's Carrying Co Ltd v
Asiatic Petroleum Co Ltd (1915) AC 705.
When an offence is such that it can be committed
only by a human being, e.g. rape, murder, bigamy,
etc. the Co. cannot be held liable & convicted if any
of the offences falling in this category is committed
by its agents, e.g. directors.
However, there are several other offences which
may be committed by an agent of the Co. in relation
to the business / affairs of the Co. / in the course of
discharging his duties as an agent of the Co. for
which the Co. may be held liable, convicted &
punished, & in doing so the mens rea of such agent
may be attributed to the Co.
Where an offence (statutory / common law) requires proof of mens
rea, then the Co. may be convicted by way of the doctrine of
identification /, as it is otherwise known, the alter ego doctrine.

Device developed by the judges for attributing a mind to the

artificial person (the Co.) in order to hold it criminally liable.

Because
The the Co.mind
guilty is an artificial
of the entity it canoronly
directors act through
managers its
will
agents.
render the Co. itself liable
By this doctrine the court has deemed the mind of certain agents
to be the directing mind or alter ego of the Co.

Their conduct & their mens rea, when they are acting as
authorised agents on behalf of the Co. & in the course of its
business, are attributed to the Co.
 Director of Public Prosecutions v Kent and Sussex Contractors Ltd.,
(1944) 1 K.B. 146; (1944) 1 All E.R. 119 (MacNaghten, J.)
Co. identified with those officers who are its directing mind & will
A body corporate is a person to whom, amongst the various
attributes it may have, there should be imputed the attribute of
a mind capable of knowing & forming an intention - indeed it is
much too late in the day to suggest the contrary. It can only
know or form an intention through its human agents, but
circumstance may be such that the knowledge of the agent must
be imputed to the body corporate
Counsel for the respondents says that, although a body
corporate may be capable of Co. can anform
having its intentions
intention, it is not
through its human agents & in
capable of having a criminal intention.
In this particular case the intention certain circumstances
was the intention (like
to deceive. If, as in thisin
case, the responsible agent of a body corporate puts forward a document
this case) the knowledge of the
knowing it to be false & intending that it should deceive. I apprehend,
agent Caldecote,
according to the authorities that Viscount has to be imputed
L.C.J., to his
has cited, the
knowledge & intention must be imputed bodyto the body corporate.
corporate.
 H.L. Bolton (Engineering) Co. Ltd. v T.J. Graham & Sons Ltd.
[1956] 3 All E.R. 624 - Lord Denning
In his inimitable style a Co. may in many
ways be likened to a human body. It has a brain
& nerve centre which controls what it does. It
also has hands which hold the tools & act in
accordance with directions from the centre.
Some of the people in the co. are mere servants
& agents who are nothing more than hands to
do the work & cannot be said to represent the
mind or will.
Others are directors & managers who represent
the directing mind & will of the Co. & control
what it does.
 H.L. Bolton (Engineering) Co. Ltd. v T.J. Graham & Sons Ltd.
[1956] 3 All E.R. 624 - Lord Denning
The state of mind of these managers is the state of
mind of the Co. & is treated by the law as such.
In certain cases, where the law requires personal fault
as a condition of liability in tort, the fault of the
manager will be the personal fault of the co.
Referring to Lord Haldanes speech in Lennards Carrying
Co. Ltd. v. Asiatic Petroleum Co. Ltd. [1915] A.C. 705.
Elaborating further
In criminal law, in cases where the law requires
a guilty mind as a condition of a criminal
offence, the guilty mind of the directors / the
managers will render the co. itself guilty.
 R v I.C.R. Haulage Ltd, [1944] K.B.551, C.A
A Co. is capable of committing the offence of
conspiracy to defraud notwithstanding that it can
only form an intention through its human agents.
When an offence contemplates mens rea, i.e.
criminal intention / guilty / blameworthy mind, a
vital question arises as to the liability in respect of
such offences -
Whether a Co. can be said to have committed such
an offence in as much as it has no mind?
Whether the mens rea of a director / officer of a Co.
can be attributed to the Co., & Co. can be held liable
& punished?
The aforesaid question may be considered under
the category 'Corporate Criminal Liability.
 Tesco Supermarkets v Nattrass (1972) AC 153
A co. was convicted for selling goods at a higher
price than indicated, in violation of the Trade
Descriptions Act, 1968
Held that the shop manager could not be
identified with the co.
Identification Principle - liability of a crime
committed by a corporate entity is attributed or
identified to a person who has a control over the
affairs of the co. & that person is held liable for
the crime or fault committed by the co. under
his supervision.
Tesco Stores Ltd. v Brent London Borough Council,
(1993) 2 All E.R.718
Doctrine of Identification could be applied here
& the co. was liable.
Reason for this decision was that in a large co.,
the senior management could not be expected to
know each & every customer & whether the
customer was a minor or not.
In that event to locate a person for this
knowledge was hence impossible & the doctrine
of identification was hence applicable in this
case.
 R v P & O European Ferries (Dover) Ltd
(1990) 93 Cr App R 72 at 84.
Turner J, in his classic analysis of the relevant
principles, said:
Where a Corp., through the controlling mind
of one of its agents, does an act which fulfils the
prerequisites of the crime of manslaughter, it is
properly indictable for the crime of
manslaughter.
In our judgment, unless an identified
individuals conduct, characterisable as gross
criminal negligence, can be attributed to the Co.,
the Co. is not, in the present state of the common
law, liable for manslaughter
 Attorney Generals Reference (No. 2 of 1999) (2000) 3 All
ER 182 (CA); See also R v Adomako (1994) 3 All ER 79
Whether in a corporate liability in relation to the crime of manslaughter by
recklessness / gross negligence, identification principle was relevant & whether
evidence of defendants state of mind before conviction was necessary &
whether it was necessary to establish guilt of identified human being before
conviction of co., were the questions before the CA.
Corporate Killer?
Held that, a defendant could properly be convicted of manslaughter by gross
negligence in the absence of evidence of his state of mind. But a non-human
defendant could not be convicted of the crime of manslaughter by gross
negligence in the absence of evidence establishing the guilt of an identified
human individual.
The courts had not started a process of moving from identification to personal
liability, as a basis for corporate liability for manslaughter & the authorities
did not support such a contention. It had not been suggested / implied that the
concept of identification was dead / moribund in relation to common law
offences. Thus the identification principle remained the only basis in common
law for corporate liability for gross negligence manslaughter.
 Glanville Williams Text Book on Criminal Law

A co. can only act through human beings & a

human being who commits an offence on
account of or for the benefit of a co. will be
responsible for that offence himself.
The importance of incorporation is that it
makes the co. itself liable in certain
circumstances, as well as the human beings.
Reliance Natural Resources Limited v. Reliance
Industries Limited, (2010) 7 SCC 1
 CORPORATE MANSLAUGHTER ACT, 2007
(UK)
Enables a corp. to be punished & censured for
culpable conduct that leads to a persons death.
An individual working in a corp. can be
punished.
Individual includes Employee, Contractor etc.
 R v Cotswold Geotechnical (Holdings) Ltd
[2011] All ER (D) 100 (May)
Corporate Manslaughter & Corporate
Homicide Act 2007
Sentence - Imprisonment - Length of sentence
Co. convicted of corporate manslaughter - Fine
of 385,000 - Fine having potential to force
defendant into liquidation
Court of Appeal, Criminal Division,
Dismissed the Cos appeal - Judge had not erred
in determining the fine imposed & the fact that
the Co. would be put into liquidation would be
an unfortunate but unavoidable consequence.
 Summary Of Criminal Liability
Harvey Yarosky, The Criminal Liability Of Corporations,
McGill Law Journal
(1) The basis of corporate liability at criminal law for the acts of
officers or employees is the doctrine of identification or alter ego
rather than the principle of respondeat superior or vicarious
liability.
(2) The proper test to be applied in determining whether the acts
of an agent are to be considered those of the co. is whether / not
the acts can be linked to the active & directing will of the
corp., the directing mind and will of the corp & the very ego
and centre of the personality of the corp. Only where the officer
who committed the guilty acts can be brought within this
definition can his guilty mind be ascribed to the co. itself & his
criminal offence be imputed to the co.
 (3) Although the capacity of an officer / agent to bind
his co. criminally is not the same in each case, & must
depend on his relative position, the character &
magnitude of the cos business & structure, & the
authority delegated by the directors to the managing
officers of the co., there must be a clear line drawn
between those who are in authority & those who are
not.
(4) Ordinarily, the only persons capable of binding a co.
criminally by their acts are the BODs, one of its
members, / one of the senior executive officers of the
corp. Normally, only these persons are sufficiently close
to the very heart & centre of the corporate organism &
personality as to be identified with it.
 (5) In exceptional circumstances however, where the directors
have delegated sweeping authority to a person who is not a
member of BOD & who does not hold one of the senior executive
offices in the co., the criminal acts of that person within the area
of his authority may bind the co. But this can only be so when
the person in question is so important in the corporate structure
as to have an authority that is co-ordinate with that of directors
& the senior executive officers. Only then can his acts be linked
to the directing mind & will of the corp. & consequently be
identified with the corp. itself. This test should be interpreted
restrictively.
(6) The burden of proof is always on the state in criminal cases,
& it is always encumbent upon the state to prove beyond a
reasonable doubt that the person whose acts are alleged to be
those of the co. properly comes within the rules outlined above.