Aneeta Hada v. Godfather Travels and Tours

Supreme Court of India(2012) 5 SCC 661

Bench: J. Dipak Misra, J. Anil R. Dave (Constitution Bench extract: 3-Judge Bench)

The Supreme Court (3-Judge Bench) held that for a complaint under Section 141 NI Act against a director or officer of a company, it is mandatory that the company itself be impleaded as a co-accused and faced with the principal S.138 charge. Section 141 is a derivative provision — it creates liability by deeming the director/officer guilty of the offence "deemed to have been committed by the company." Without the company being the primary accused and the S.138 offence being first established against it, there is no derivative liability to fasten on the directors under Section 141. A complaint against directors only, without the company, is legally incompetent. The Court held this cannot be cured by amendment of the complaint after limitation has expired.