The Bombay High Court has delivered a decisive clarification on the limits of vicarious liability under the Food Safety and Standards Act, 2006, holding that mere directorship of a company is insufficient to attract criminal liability without specific allegations of active involvement in the alleged offence. This ruling reinforces the principle that criminal liability cannot be imposed by association alone, particularly in regulatory offences where statutory intent demands personal culpability.
Background & Facts
The Dispute
The complaint was filed by the Food Safety Officer alleging that pan masala sold by M/s Shivam Agencies contained prohibited substances, violating Sections 26 and 27 of the Food Safety and Standards Act, 2006, and associated regulations. The complainant identified the manufacturer as M/s Godfrey Philips India Ltd., and named its directors - Rajendra Shah, R. Ramamurthy Iyer, and Lalit Bhasin - as accused persons. The only basis for implicating these individuals was their status as directors of the company. No allegations were made that they were involved in procurement, manufacturing, storage, or sale of the product, nor were they shown to have exercised control over the day-to-day operations of the business.
Procedural History
- 25.07.2012: Food Safety Officer sampled pan masala from Shivam Agencies’ premises.
- 2012 - 2013: Sample sent to Referral Food Laboratory, Ghaziabad for analysis.
- 15.07.2013: Criminal complaint filed under Section 200 CrPC before Additional Chief Judicial Magistrate, Nagpur.
- 2013: Magistrate issued summons to all accused, including the three directors, without assigning reasons.
- 09.01.2025: Non-bailable warrants issued against the directors for non-appearance.
- 2025: Criminal Application No. 185 of 2025 filed before Bombay High Court (Nagpur Bench) seeking quashing of proceedings.
Relief Sought
The applicants sought quashing of the complaint and all related proceedings against them, arguing that: (1) no specific allegations tied them to the offence; (2) the laboratory analysis was invalid due to lack of NABL accreditation; and (3) the Magistrate’s order lacked reasoned application of mind.
The Legal Issue
The central question was whether Section 66 of the Food Safety and Standards Act, 2006 permits the prosecution of company directors solely on the basis of their directorship, or whether the prosecution must establish that they were "in charge of, and responsible to, the company for the conduct of its business" at the time of the offence.
Arguments Presented
For the Appellant/Petitioner
Counsel for the applicants relied on Lalankumar Singh v. State of Maharashtra to argue that directorship alone does not satisfy the twin requirements of Section 66(1) - being "in charge of" and "responsible to" the company for business conduct. They emphasized that the complaint contained no averments regarding their roles, responsibilities, or involvement in the alleged contravention. They further contended that the analytical report from the Referral Food Laboratory, Ghaziabad, was inadmissible because it lacked NABL accreditation and recognition under Section 43(1), rendering the foundation of the prosecution invalid.
For the Respondent/State
The State, through the APP, argued that directors are inherently accountable for corporate misconduct under Section 66, and that the complaint’s reference to their directorship was sufficient to invoke vicarious liability. The State did not dispute the absence of specific allegations but maintained that the statutory framework imposes strict liability on corporate officers, and that the Magistrate’s issuance of summons was a procedural formality not requiring detailed reasoning.
The Court's Analysis
The Court undertook a rigorous statutory interpretation of Section 66, distinguishing between corporate liability and individual culpability. It held that Section 66(1) requires two cumulative conditions: (a) the person must have been "in charge of" the company’s business, and (b) must have been "responsible to" the company for its conduct. The Court observed that these are not synonymous with directorship, and that the Supreme Court in Lalankumar Singh had already clarified that "a director is not automatically in charge of the business of the company."
"Merely because a person is a director of a company, it is not necessary that he is aware about the day-to-day functioning of the company."
The Court further emphasized that Section 204 CrPC mandates that the Magistrate must apply his mind to determine whether a prima facie case exists against each accused. The mechanical order - "Issue summons to the accused" - without any reasoning or evaluation of individual culpability, was held to be legally unsustainable. The Court cited Pepsi Foods Ltd. v. Special Judicial Magistrate to underscore that summoning an accused is a serious step and cannot be a rubber-stamp exercise.
Additionally, the Court invalidated the analytical report under Section 43(1), noting that the Referral Food Laboratory, Ghaziabad, was neither accredited by NABL nor notified by the Food Authority at the time of sampling. The absence of this foundational evidence rendered the entire prosecution baseless.
The Verdict
The applicants succeeded. The Court held that Section 66 FSS Act cannot be invoked against directors without specific allegations establishing their active role in the business conduct leading to the offence. The complaint and all proceedings against the three directors were quashed, including the summons and non-bailable warrants, on grounds of insufficient prima facie case and procedural illegality in evidence.
What This Means For Similar Cases
Directorship Alone Is Not Enough
- Practitioners must now insist that complaints against directors under Section 66 FSS Act contain specific averments of control, authority, or involvement in the alleged violation.
- Merely naming directors as accused without factual linkage to the offence invites quashing under Section 482 CrPC.
- Courts must scrutinize whether the complainant has discharged the burden of alleging personal culpability, not corporate affiliation.
Laboratory Accreditation Is Mandatory
- Any food safety prosecution relying on lab reports must prove that the laboratory was both NABL-accredited and notified under Section 43(1) at the time of analysis.
- Failure to produce such documentation invalidates the entire prosecution, regardless of the nature of the alleged violation.
- Defence counsel should routinely demand certification of lab accreditation as a threshold requirement.
Magistrates Must Record Reasoned Orders
- Orders under Section 204 CrPC must reflect judicial application of mind to the facts and law.
- Mechanical orders such as "Issue summons" without reasoning are liable to be set aside on writ.
- Practitioners should cite Pepsi Foods and Lalankumar Singh to challenge unreasoned summoning orders in regulatory offences.
