JUSTICE MORAN
delivered the opinion of the court,:
Defendants, Forest P. Whitlow, John L. Brewer, Joseph P. Delfino, Truman K. Gibson, Jr., and James Marando, were charged in a 12-count indictment with conspiracy, theft and violations of sections 12 and 14 of the Illinois Securities Law of 1953 (Ill. Rev. Stat. 1973, ch. 121½, pars. 137.12(F), (G), (I), 137.14). A jury in the circuit court of Rock Island County found defendants Whit-low, Brewer, Delfino and Gibson guilty on all counts. The trial judge vacated the jury’s verdict on counts I and VI, the conspiracy counts, on the ground that a defendant cannot be convicted for both the inchoate and substantive offenses. The verdict on count XII was vacated because it did not properly allege an offense. Judgment was entered on the remaining nine counts. Each of these defendants was sentenced to concurrent terms of not less than one nor more than three years’ imprisonment on each count. Gibson was additionally fined $20,000.
Marando’s case was severed during trial due to conflicts between his defense and that of the other defendants. He pleaded guilty to counts II through V, and the remaining counts were dimissed on a motion by the State. Marando was sentenced to concurrent terms of not less than one nor more than three years’ imprisonment on each count.
The appellate court consolidated the cases for review, and affirmed Marando’s conviction. With respect to the other defendants, it reversed and remanded the cause for a new trial due to prosecutorial misconduct. (86 Ill. App. 3d 858.) We granted leave to appeal to defendant Marando in cause No. 53827 and to the People in cause No. 53872.
The State raises one issue on appeal: Did prosecutorial misconduct prejudice the defendants and thereby make a fair trial impossible? In their cross-appeal, defendants Gibson, Whitlow and Delfino raise the following questions: (1) Was the grand jury process abused? (2) Should the indictment be held void? (3) Was the evidence insufficient to support the jury’s guilty verdict? In his separate appeal, Marando contends that the indictment was void because it failed to allege a necessary element of the securities law offenses. This issue was raised for the first time on appeal, but he asserts that it involves a jurisdictional defect and therefore can be raised at any time. Defendant Brewer died, and the appeal has been dismissed as to him.
Count I of the indictment charged defendants with conspiracy to violate the securities law. Counts II through V alleged various violations of the securities law. Defendants were charged in count VI with conspiracy to commit theft. Counts VII through XII alleged that defendants committed theft by deception in violation of section 16 — 1(b)(1) of the Criminal Code of 1961 (Ill. Rev. Stat. 1973, ch. 38, par. 16—1(b)(1)). The indictment basically alleged that, in selling stock in the Royal National Investment and Mortgage Corporation (Royal National), defendants made false statements and did not inform prospective purchasers of material matters relating to the company and the stock. All of the defendants were officers and directors of Royal National with the exception of Marando, who was a commissioned salesman. Gibson, a lawyer, served as corporate counsel.
The evidence disclosed that, subsequent to the incorporation of Royal National, Mar ando solicited purchasers of the company’s stock. The prospective purchasers were informed that the corporation intended to promote a sludge project, which involved the acquisition and transportation to the Bahama islands of processed wastes for use as fertilizer. Other corporate ventures included the training of Bahamians for employment, the establishment of a scholarship search program and the development of lithographic blankets.
The company’s stock sold at $1 per share, and most purchasers acquired 10,000 shares. A number of witnesses testified that they were informed the stock would go public in the near future and sell over the counter at $5 per share. In fact, the company dissolved in a few years without going public. Various witnesses also testified that defendants claimed they each invested $50,000 in the corporation, when in fact only $220 was contributed by one defendant.
Additional evidence showed that the corporation was financed almost solely by proceeds realized from the stock sales. Between March and July of 1973, over 60% of the money acquired was disbursed to the defendants, although they had claimed they received no salaries from the corporation.
Defendants Gibson, Whitlow and Delfino first contend, in their cross-appeal, that the grand jury process was abused because the sole witness appearing before the grand jury was unsworn. We disagree. The transcript does not indicate whether or not the witness was sworn. Therefore, this is not a case where it is clear that the grand jury was presented with unsworn testimony. There is a presumption that an indictment returned by a legally constituted grand jury is valid, and it is sufficient to justify a trial of the charge on the merits. (See People v. Jones (1960), 19 Ill. 2d 37, 43.) Defendants have indicated no circumstances which would overcome this presumption. They merely assert that the transcript fails to state the witness was sworn. In the absence of any evidence to the contrary, we must presume that the grand jury foreman properly administered the oath, as required by law. Ill. Rev. Stat. 1975, ch. 38, par. 112—4(c).
Defendants further assert that the grand jury process was abused because no evidence of criminal conduct was presented to the grand jury. A review of the grand jury transcript indicates that evidence was presented from which defendants’ illegal conduct could be inferred. Additionally, there are numerous cases to the effect that a court will not inquire into the adequacy of the evidence. (E.g., People v. Creque (1978), 72 Ill. 2d 515, 522.) If it were otherwise, “a defendant could always insist on a kind of preliminary trial to determine the competency and adequacy of the evidence before the grand jury. This is not required by the Fifth Amendment.” Costello v. United States (1956), 350 U.S. 359, 363, 100 L. Ed. 397, 402, 76, S. Ct. 406, 408-09.
In their cross-appeal, defendants Gibson, Whitlow and Delfino raise a number of contentions which they assert require dismissal of the indictment. First, they allege that counts II through V of the indictment should have been dismissed because they fail to state an offense. Specifically, they claim that these counts fail to allege specific intent to defraud as an element of securities law violations.
The statute under which defendants were convicted provides, in relevant part:
“Sec. 12. Violation. It shall be a violation of the provisions of this Act for any person:
* * *
F. To engage in any transaction, practice or course of business in connection with the sale or purchase of securities which works or tends to work a fraud or deceit upon the purchaser or seller thereof;
G. To obtain money or property through the sale of securities by means of any untrue statement of a material fact or any omission to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading;
***
I. To employ any device, scheme or artifice to defraud in connection with the sale or purchase of any security, directly or indirectly.” Ill. Rev. Stat. 1973, ch. 121½, pars. 137.12(F), (G), (I).
“14. Sentence. ***
B. Any person who violates any of the provisions of sub-sections E, F, G, H, I, and J of Section 12 of this Act shall be guilty of a Class 4 felony.” Ill. Rev. Stat. 1973, ch. 121½, par. 137.14(B).
The State asserts that these provisions do not mention, and therefore do not require, any mental state on the part of individuals accused of violating the statute. Consequently, it is argued that the legislature intended that securities law violations be absolute liability offenses.
Section 4—9 of the Criminal Code of 1961 (Ill. Rev. Stat. 1973, ch. 38, par. 4—9) provides:
“A person may be guilty of an offense without having, as to each element thereof, one of the mental states described in Sections 4 — 4 through 4 — 7 if the offense is a misdemeanor which is not punishable by incarceration or by a fine exceeding $500, or the statute defining the offense clearly indicates a legislative purpose to impose absolute liability for the conduct described.” (Emphasis added.)
Absolute liability cannot apply in this case since the offenses charged are felonies, unless the legislature clearly indicates the intent to impose it. The securities law provisions in question are silent as to the required mental state. However, it has been held that “[t] he mere absence of express language describing a mental state does not per se lead to the conclusion that none is required.” (People v. Valley Steel Products Co. (1978), 71 Ill. 2d 408, 424.) There is no indication that the legislature intended to impose absolute liability for securities law offenses. Indeed, the harshness of potential penalties for these violations militates against such a conclusion.
When the statute does not prescribe a mental state, and the offense does not involve absolute liability, “any mental state defined in Sections 4—4, 4—5 or 4—6 is applicable.” (Ill. Rev. Stat. 1973, ch. 38, par. 4-3(b).) These sections refer to intent, knowlege and recklessness. Therefore, it is necessary to determine which of these mental states should apply to securities law violations.
This court has not previously ruled on this issue. However, section 17 of the antifraud provisions of the Securities Act of 1933 (Act) (15 U.S.C. sec. 77q(a) (1976)) is closely analogous to the Illinois provisions and has been construed by the Federal courts. The Act provides:
“(a) It shall be unlawful for any person in the offer or sale of any securities by the use of any means or instruments of transportation or communication in interstate commerce or by the use of the mails, directly or indirectly-
(1) to employ any device, scheme, or artifice to defraud, or
(2) to obtain money or property by means of any untrue statement of a material fact or any omission to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, or
(3) to engage in any transaction, practice, or course of business which operates or would operate as a fraud or deceit upon the purchaser.”
Section 24 of the Act contains the applicable penalty provision and provides that “[a]ny person who wilfully violates any of the provisions of this title *** shall upon conviction be fined not more than $10,000 or imprisoned not more than five years, or both.” (Emphasis added.) 15 U.S.C. sec. 77x (1976).
A number of Federal cases have held that fraudulent or specific intent is necessary in order to obtain a criminal conviction under the Act. (See United States v. Vasilios (5th Cir. 1979), 598 F.2d 387, 392; United States v. Vandersee (3d Cir. 1960), 279 F.2d 176, 179.) However, the courts appear to require intent at least partly because the penalty provision in the Act employs the term “wilfully.” (See United States v. Brown (9th Cir. 1978), 578 F.2d 1280, 1283-84.) No such qualifying language appears in the comparable Illinois provision. Further, a recent case indicates that either recklessness or knowledge will sustain a conviction for securities fraud. United States v. Farris (9th Cir. 1979), 614 F.2d 634, 638.
In Aaron v. Securities & Exchange Com. (1980), 446 U.S. 680, 64 L. Ed. 2d 611, 100 S. Ct. 1945, a civil case, the Supreme Court addressed the issue of which mental state is required to enjoin violations of the Act. The court concluded that under section 77q(a)(l), scienter is an essential element of the offense. It was defined as “a mental state embracing intent to deceive, manipulate, or defraud.” (446 U.S. 680, 686 n.5, 64 L. Ed. 2d 611, 620 n.5, 100 S. Ct. 1945, 1950 n.5.) Although scienter was thus defined with reference to intent, the court indicated that the term also includes knowledge. “The language of section 17(a)(1), which makes it unlawful ‘to employ any device, scheme, or artifice to defraud/ plainly evinces an intent on the part of Congress to proscribe only knowing or intentional misconduct.” (Emphasis added.) (446 U.S. 680, 696, 64 L. Ed. 2d 611, 626, 100 S. Ct. 1945, 1955.) In fact, the court did not rule out the possibility that even reckless conduct may suffice for a conviction under the Act.
We adopt the reasoning of the Supreme Court and hold that scienter is an essential element of the offense under our analogous section 12(I) (Ill. Rev. Stat. 1973, ch. 121½, par. 137.12(I)). This term embraces intentional or knowing misconduct. Since the indictment in the instant case charged the defendants with knowing and deliberate violations, it did not fail to allege a necessary element of the offense.
With respect to the requisite mental state under sections 17(a)(2) and (3), analogous to our sections 12(F) and (G), the Aaron court concluded that scienter was not a necessary element of the offense. (446 U.S. 680, 697, 64 L. Ed. 2d 611, 626, 100 S. Ct. 1945, 1956.) Hence, proof of culpability is not required to sustain a conviction under those provisions. We find it unnecessary to determine whether a lesser mental state is applicable to sections 12(F) and (G). Defendants were charged with “knowingly” or “deliberately” committing the offenses, and knowledge is the most that would be required. Further, the jury instruction required that defendants be found guilty if they acted wilfully, knowingly, or deliberately. (See Tallman v. United States (7th Cir. 1972), 465 F.2d 282.) Therefore, the indictment is not void for failure to state the necessary elements of the offense charged.
This same reasoning applies to Marando’s separate appeal challenging the indictment. Having determined that the requisite mental state was alleged therein, we need not consider whether the defendant waived this issue by pleading guilty to the securities law counts.
Defendants Gibson, Whitlow and Del fino next contend that counts II through V of the indictment fail to state an offense because the alleged purchasers of the securities are not named therein. It has been held that where the gravamen of the offense is the unlawful act itself, the indictment need not identify the purchaser. (People v. Adams (1970), 46 Ill. 2d 200, 203.) Similarly, in a forgery case, where the elements of the crime were sufficiently alleged, it was held unnecessary to aver intent to defraud a specific person. (People v. Crouch (1963), 29 Ill. 2d 485, 489.) In the instant case, the elements of the offense were sufficiently alleged, and thus failure to name the purchasers is not fatal to the validity of the indictment.
Defendants further argue that counts IV and V should be dismissed because they are duplicitous. “Duplicity” has been defined as the joinder of separate offenses in a single count of the indictment. (People v. Ross (1961), 21 Ill. 2d 419, 420-21.) Specifically, defendants point out that sections 12(F) and (I) are phrased disjunctively. The indictment charging violations of these provisions is phrased in the conjunctive, as the word “and” is substituted for the term “or” which appears in the statute. This distinction does not render the counts duplicitous. “When a penal statute mentions several acts disjunctively and prescribes that each shall constitute the same offense and is subject to the same punishment, all or any of such acts may be charged conjunctively as constituting a single offense.” People v. Diekelmann (1937), 367 Ill. 372, 386.
Similarly, counts II and III of the indictment are not void for vagueness or duplicity. Defendants were sufficiently apprised of the charges against them, and it is unnecessary that each alleged misrepresentation and omission be set out as a distinct offense. The indictment did not lack the necessary certainty to charge an offense.
Finally, defendants assert that counts VII through XI should be dismissed because they fail to allege the means by which the thefts were committed. The counts in question charged defendants with theft by deception in the language of the statute. An indictment which charges an offense in the statutory language “is deemed sufficient when the words of the statute so far particularize the offense that by their use alone an accused is apprised with reasonable certainty of the precise offense with which he or she is charged.” (People v. Patrick (1967), 38 Ill. 2d 255, 258.) In the instant case, the statute clearly specifies the acts constituting the offense. (See People v. Kamsler (1966), 67 Ill. App. 2d 33.) Section 16—1 of the Criminal Code of 1961 (Ill. Rev. Stat. 1973, ch. 38, par. 16—1) provides, in part:
“A person commits theft when he knowingly:
** *
(b) Obtains by deception control over property of the owner; [and]
* * *
(1) Intends to deprive the owner permanently of the use or benefit of the property.”
The only potentially vague terms in the statute, “deception” and “obtains control,” are defined in sections 15—4 and 15—8 of the Criminal Code of 1961 (Ill. Rev. Stat. 1973, ch. 38, pars. 15—4, 15—8). Since the statute sufficiently defines the offense, the State need not allege specific acts indicating a violation of the statute. People v. Aud (1972), 52 Ill. 2d 368, 370; People v. Peters (1957), 10 Ill. 2d 577, 580.
The State contends, in its appeal, that any instances of prosecutorial misconduct which may have occurred during trial are insufficient to warrant a new trial. The first alleged instance of misconduct occurred during voir dire of the jury. Defendants expressed a concern that one of the accepted jurors, Mrs. Hicks, made certain misrepresentations at her voir dire examination. As a result, the court conducted a further examination of the juror in chambers. During the judge’s questioning, the prosecutor interrupted and stated: “I think it should be clear that it is not the People, Your Honor, asking these questions.” Mrs. Hicks was subsequently selected as forewoman of the jury. We agree with the defendants that this comment was an improper attempt to prejudice the juror against defendants. Apparently, the prosecutor made this statement to advise Mrs. Hicks that he was not responsible for her discomfort.
In his opening statement, the prosecutor informed the jury that the investors were told their money would partly be used to build condominiums. Seventeen of the State’s witnesses were investors in Royal National, and none of them testified about any possible condominium project. The only evidence adduced at trial which is at all related to the prosecutor’s statement was the testimony of witness Westercamp. He indicated that representations were made to him concerning the company’s desire to acquire money for mortgage purposes. According to Westercamp, reference was made to a housing project in the Bahama islands that might require mortgage money. This evidence, standing alone, is insufficient to support the State’s allegation.
Again in his opening statement, the prosecutor argued a fact upon which no evidence was produced. The State told the jury that the investors were not informed of certain matters which would have influenced their decision as to whether to purchase the stock. In this context, the prosecutor commented that “[t] hey [the investors] were never told that the one legitimate bill ever incurred by Royal National, a bill to send somebody to the Bahamas to see if some of these projects might be feasible, a bill for approximately $2,500, a bill amounting to not even one percent of the total income of Royal National never was paid and goes unpaid to this date.” The bill to which the State referred was due to Dr. Bauer, a consulting engineer, for his advice as to the feasibility of the sludge operation. The amount was $1,500, not $2,500. More importantly, evidence showed that this bill was incurred after the last shares of stock were sold. Thus, as defendants assert, they could not have informed prospective purchasers about a bill they had not yet incurred. For this reason, the prosecutor’s allegation was improper.
Defendants cite, as a further instance of misconduct, the State’s direct examination of its witness, Mr. Streeter. Marando allegedly made misrepresentations to Mr. and Mrs. Streeter. The State initially called Mrs. Streeter to the stand, and she testified at length as to the facts and circumstances of the alleged false statements. The State then conducted a direct examination of Mr. Streeter. His sole testimony was as follows:
“Yeah, I told him [defendant M aran do] I didn’t have the money to invest and I was strapped and then I started the story a few years before that I lost my daughter and I had an insurance policy on her since she was a little girl and she left two little girls and I had that $10,000 life insurance policy so I asked him if it was a good place to invest it for these two little girls and he said it was and so that is where the $10,000 went.”
Defendants moved for a mistrial or, in the alternative, that the testimony be stricken. The trial court denied both motions, though it admonished the prosecutor “to try and refrain from what verges on somewhat inflammatory testimony.”
The prejudicial effect of the quoted testimony outweighs any possible probative value. The State knew what the witness would say on direct examination, and the elicited testimony was clearly designed to inflame the jury. It has been held that “[i] t is improper for the prosecutor to do or say anything in argument the only effect of which will be to inflame the passion or arouse the prejudice of the jury against the defendant without throwing any light on the question for decision.” (People v. Dukes (1957), 12 Ill. 2d 334, 342-43.) This is equally applicable to the examination of witnesses.
Finally, defendants assert that the prosecutor made improper and prejudicial comments during his closing argument. One alleged prejudicial statement concerned the office space rented by Royal National. Evidence showed that in 1971 defendant Gibson rented the premises in question for use as his law offices. In May of 1973, Royal National shared the office space with Gibson, at which time the rent payments increased by approximately $400. With reference to the rental, the prosecutor stated:
“What about their offices? *** I won’t for a minute stand here and tell you that a company doesn’t need offices but I will tell you that when rent jumps $400 a month for the same space at 625 North Michigan Avenue in Chicago, something is wrong and you can look at the ledger sheets yourself and find out how much Truman Gibson was getting during the time he was associated with this company to pay his rent. Where was that extra $400 a month going? I submit to you it was going in Mr. Gibson’s pocket.” (Em- ' phasis added.)
It can hardly be disputed that the State inferred defendant Gibson committed theft. This allegation is totally unsupported by any evidence from which the inference could be derived. This error is compounded by the fact that the State had reason to know its allegation was false. There is evidence in the record that the State was informed the rental charge for the premises did not materially increase when Royal National commenced to share the office space with Gibson. Further, all rent payments were submitted by the company directly to the landlord, Tuesday Publications. Gibson received no money therefrom.
Prior to trial, defendants made motions in limine to prevent the State from inquiring into their past criminal activity and any unrelated pending charges. This motion was granted. Nevertheless, in its rebuttal argument, the State made questionable references to defendants’ backgrounds. With reference to Gibson, the prosecutor commented that “[m]aybe this time he will get caught.” (Emphasis added.) The inference is that Gibson swindled people on prior occasions and was not “caught.” Following this comment, the prosecutor stated: “How many other corporations was he using? How many other shareholders? How much more money was he taking ***?” With reference to defendants Whitlow and Delfino, the prosecutor made the following, comment: “They know that if you pay five hundred bucks to R. Wayne Everett and Company you can get a list of the people who have been taken before *** and you can tell them a bunch of stories and you know they will fall for it because they have fallen for it before.” Again, this comment implies that defendants had previously engaged in illegal conduct.
With regard to Gibson’s promotion of the sludge operation, the prosecutor stated:
“What this says I believe is that these projects were truly projects of Truman Gibson and had they gone anywhere at all, the shareholders of Royal National might as well have jumped in the Mississippi River because Truman Gibson was going to be on the gravy train and they were going to have to sit around and split up shares of a company that had been dissolved in 1974.”
The quoted comment involves an expression of the prosecutor’s own belief. This court has consistently held that it is improper for the prosecutor to express his own opinion as to the defendant’s guilt. (E.g., People v. Monroe (1977), 66 Ill. 2d 317, 324.) Further, this comment, as well as other cited statements made by the prosecutor, was not based upon any evidence. A “fact not based upon evidence in the case may not properly be argued to the jury ***.” People v. Beier (1963), 29 Ill. 2d 511, 517.
Reversible error exists where there are reasonable grounds for believing the jury was prejudiced by the improper remarks. (People v. Allen (1959), 17 Ill. 2d 55, 63.) In light of the numerous instances of misconduct which occurred throughout the trial, it is unnecessary to assess the prejudicial effect of each isolated comment. We find that the cumulative impact of the statements may well have prejudiced the jury and constituted a material factor leading to the defendants’ convictions. Under these circumstances, defendants Whitlow, Gibson and Delfino are entitled to a new trial. See People v. Dukett (1974), 56 Ill. 2d 432, 443.
The State asserts that we should not consider many of these alleged instances of misconduct because the defendants failed to make timely objections to the comments. When a defendant fails to object at trial, any errors in the proceedings are ordinarily deemed waived. (People v. Jackson (1981), 84 Ill. 2d 350, 358.) However, this rule is not absolute. A reviewing court may consider errors which affect substantial rights (73 Ill. 2d R. 615(a)), or which, as in this case, are sufficiently prejudicial to deny defendant a fair trial. (People v. Sullivan (1978), 72 Ill. 2d 36, 42.) Further, defendants did make timely objections to many of the improper comments.
The State next contends that, even if the comments were prejudicial, they constituted harmless error in light of the overwhelming evidence of the defendants’ guilt. It has been held that improper comments may warrant a reversal of the conviction, even where there is considerable evidence against the accused. (See 72 Ill. 2d 36, 44; People v. Weathers (1975), 62 Ill. 2d 114, 120.) This is especially true where many of the remarks were extremely prejudicial, deliberately made, and the primary evidence against defendants was circumstantial. See 72 Ill. 2d 36; 62 Ill. 2d 114.
Finally, the State asserts that most of the prejudicial statements were directed solely at defendant Gibson; therefore, the other defendants should not be entitled to a new trial. We disagree. The defendants were tried jointly on both conspiracy and substantive charges, and an “accountability” instruction was tendered to the jury. Thus, the State’s theory involved the responsibility of each defendant for the acts of his codefendants. Under these circumstances, improper remarks directed at one defendant were likely to be considered by the jury as evidence against all of them. Further, certain comments made by the prosecutor were directed at each of the defendants.
The final issue raised by defendants Gibson, Whitlow and Delfino is whether the evidence was totally insufficient to support the jury’s guilty verdict. It is necessary to review this question since the cause will be remanded for a new trial. (See People v. Taylor (1979), 76 Ill. 2d 289, 309.) Defendants allege that the evidence was insufficient because it was entirely circumstantial and did not exclude every reasonable hypothesis of innocence. However, there was some direct evidence presented against each defendant. Whitlow and Del fino allegedly made numerous misrepresentations to a number of witnesses. Gibson attended stockholder meetings at which he introduced speakers, some of whom provided the investors with false information. He did nothing to correct or clarify false statements made in his presence. In addition, all defendants drew salaries from the corporation, contrary to representations made to the shareholders. Thus, our review of the record indicates that there was sufficient evidence upon which the jury could conclude, as it did, that the defendants were guilty.
For the reasons stated herein, the judgment of the appellate court, affirming Marando’s conviction and reversing and remanding for a new trial for defendants Whitlow, Delfino and Gibson, is affirmed.
Judgment affirmed.