Aneeta Hada v. Godfather Travels & Tours Pvt. Ltd.
Supreme Court of India(2012) 5 SCC 661Section 141 creates vicarious liability for directors and officers only as an extension of the company's liability. Therefore, a complaint against a director is not maintainable without a complaint against the company itself. The company being the primary accused is a sine qua non — if the company is not arraigned as an accused, the complaint against its directors/officers is liable to be quashed. However, if the company is exempted from prosecution (e.g., during liquidation proceedings), the directors may still be prosecuted separately by specific order of the court.