By S&S Co. Advocates & Solicitors · Published 28 October 2026 · Informational content, not legal advice: see our disclaimer
A food safety complaint rarely stops at the company. Once a sample fails testing or a batch is flagged as adulterated or unsafe, the Food Safety Officer's complaint frequently names a managing director, a plant manager, or whoever signed the licence application, sometimes alongside the company and sometimes instead of it. For the individual named, the first and most important question is not whether the product actually failed the test. It is whether the complaint has even cleared the threshold the Food Safety and Standards Act, 2006 sets before an individual can be dragged into a prosecution meant, in the first instance, for the business.
That threshold sits in Section 66, and a fairly consistent line of High Court rulings over the last two years has read it narrowly against the prosecution. The result is that a surprising number of director-level prosecutions collapse not on the facts of the food safety violation but on a defect in how the complaint was framed in the first place.
What Section 66 actually says
Section 66 of the FSS Act deals with offences by companies. Where an offence under the Act has been committed by a company, every person who at the time the offence was committed was in charge of, and responsible to the company for the conduct of its business, is deemed guilty of the offence and liable to be proceeded against and punished accordingly. A separate limb extends liability to a director, manager, secretary or other officer where the offence was committed with that person's consent or connivance, or is attributable to neglect on their part. For a partnership, the word 'director' in the section is read to mean a partner of the firm.
The section also carries a proviso built around the nominee system the Act and Rules create: where a food business has nominated a person as responsible for compliance for a particular unit or establishment, that nomination is meant to fix responsibility on the nominee for contraventions at that unit, rather than spreading it automatically across every director on the company's board.
Read on its own, Section 66 looks like it simply deems certain office-holders liable once the company offends. Courts applying it have added a precondition that is not spelled out in the text itself but has been treated as settled: there has to be a company (or firm) that has actually offended and that has actually been made an accused in the proceeding, before the question of extending liability to an individual officer even arises.
Why the company has to be named first
The recurring theme across recent High Court orders is that vicarious liability under Section 66 is derivative. It attaches to an individual only because of what the company did, which means the company's own commission of the offence is treated as a threshold fact that must be pleaded and prosecuted, not assumed. A complaint that names only the managing director or a plant head, and leaves the corporate entity out of the array of accused altogether, is missing the foundation the whole provision is built on.
Courts have relied on the Supreme Court's reasoning in Aneeta Hada, decided under a differently worded but structurally similar provision in the Negotiable Instruments Act, to hold that an individual cannot be prosecuted in isolation where the company itself has not been arraigned. The Calcutta High Court applied this logic to an FSS Act case directly, quashing proceedings against a company manager on the ground that the manufacturing company had not been impleaded, and specifically rejecting the argument that naming someone by their job title, 'Manager', could stand in for naming the company.
The same principle decided a closely watched 2025 case against Hindustan Unilever's managing director, over a contamination complaint linked to a Horlicks biscuit product. The Karnataka High Court quashed the proceedings because Hindustan Unilever Limited itself had not been made an accused, holding that the company's presence in the array of accused is a prerequisite before any officer can be held vicariously liable under Section 66. The quashing was without prejudice to the municipal authority refiling a fresh complaint that actually named the company.
The nominee defence, and its real limits
A second line of defence turns on the Act's own nomination mechanism. Where a food business has formally nominated a person as responsible for a unit's compliance, as the Rules allow and often require above a certain scale of operation, courts have in some cases read the first proviso to Section 66 as insulating the company's other directors from prosecution for contraventions at that unit, on the reasoning that the nominee was the one meant to answer for it.
That defence is narrower than it sounds. The nomination does not create a blanket shield. Where the alleged contravention is shown to be attributable to a director's own consent, connivance, or neglect, the existence of a nominee elsewhere in the business does not automatically rule out that director's liability. Courts have also been clear that merely holding the title of director is not, by itself, enough to establish criminal liability. The complaint has to connect a specific individual to the specific contravention, through something more than their position on an organisation chart.
There is also a contrary thread in the case law worth flagging honestly rather than glossing over. At least one High Court, in a restaurant prosecution, has read Section 66(1) to deem directors of the company guilty once the company's offence is established, without treating the nominee proviso as an automatic exit. The position is not uniform across High Courts, and which line a given bench follows can matter as much as the facts of the alleged violation.
What a defective complaint actually gets you
Quashing a complaint against an individual director for failing to implead the company is rarely the end of the matter for the food business. Nearly every reported order in this line has been passed without prejudice to the prosecuting authority filing a fresh complaint that properly names the company, and in several cases the court has expressly granted liberty to do exactly that. A director who gets proceedings against them quashed on this ground should expect the underlying food safety allegation to resurface in a corrected complaint, usually naming the company as the primary accused and the same individual as an officer under the second limb of Section 66.
What the defect does buy is time, and a cleaner record. A prosecution restarted against the company, with specific averments about which officer was in charge of and responsible for the relevant unit's operations, is a materially different proceeding from one that named an individual by designation alone and skipped the statutory predicate. It forces the complainant to actually plead the connection between the individual and the contravention, rather than relying on a title.
For a food business reviewing its own exposure, the practical lesson runs the other way. A nomination filed under the Rules should actually reflect who runs day-to-day compliance at each licensed unit, kept current as staff change, and recorded in a way that can be produced quickly if a prosecution names the wrong person. A paper nomination that nobody updates protects nobody once a court starts asking who was actually in charge.
What to check first if a notice names you personally
The first document to pull is the complaint itself, to see whether the company or firm operating the food business is named as an accused at all, and if so, in what capacity relative to the named individual. If the company is missing entirely, that is usually the strongest and cleanest ground available, and it can often be raised at the quashing stage under Section 482 of the BNSS without needing to contest the underlying food safety finding.
Where the company is named, the next question is whether the complaint makes specific averments connecting the individual to the contravention, beyond reciting their designation. A bare statement that someone is 'the director' or 'in charge of the company' has been treated by several High Courts as insufficient without more particulars about their actual responsibility for the unit or process where the violation occurred.
If a nomination under the Rules exists for the relevant unit, producing it early, along with evidence that it was genuinely operative at the time of the alleged violation rather than a dormant filing, strengthens the proviso-based defence considerably. None of this substitutes for addressing the food safety allegation on its merits if the matter proceeds against the company itself; it only decides whether the individual named should be standing in that proceeding at all.
Frequently Asked Questions
Can FSSAI or a municipal food safety officer prosecute a company's CEO or director without naming the company itself?
Several High Courts, including the Karnataka High Court in the 2025 Hindustan Unilever case and the Calcutta High Court in a separate matter, have quashed exactly such prosecutions, holding that the company's presence as an accused is a precondition before an individual officer can be held vicariously liable under Section 66.
Does simply holding the title of director make someone liable if the company's food fails a safety test?
No. Courts have held that directorship alone does not establish criminal liability. Liability under Section 66's second limb requires the offence to be attributable to that individual's own consent, connivance, or neglect, not merely their position on the board, and the complaint has to plead that connection specifically rather than rely on a job title.
If a company has nominated someone else as responsible for compliance at a unit, are other directors automatically protected?
Not automatically. The nomination proviso has protected directors in some cases, but courts have also held it does not shield a director where the contravention is shown to be attributable to that specific director's own consent, connivance, or neglect, regardless of who else was nominated.
If a court quashes proceedings against a director for this reason, is the case over?
Usually not. Orders quashing proceedings on this ground are typically passed without prejudice to the authority filing a fresh complaint that properly names the company, so the underlying food safety allegation can resurface in a corrected prosecution naming the company and, separately, the officer actually responsible for the unit.
References & Further Reading
The provisions and rulings below were relied on for this guide. The position can change with amendments and later decisions, so check the current text and the latest case law before acting on any of it.
- Food Safety and Standards Act, 2006, Section 66 (offences by companies, and the nominee proviso)
- Rohit Jawa v. State of Karnataka & Anr., Criminal Petition No. 8536 of 2023, 2025 LiveLaw (Kar) 235 (Karnataka High Court, quashing proceedings against HUL's MD/CEO for non-impleadment of the company)
- Calcutta High Court ruling quashing FSS Act proceedings against a company manager for non-impleadment of the manufacturing company
- Aneeta Hada v. Godfather Travels & Tours Pvt. Ltd. (Supreme Court, on the requirement that the company be arraigned before an individual officer's vicarious liability arises)
- Jammu & Kashmir and Ladakh High Court ruling on vicarious liability under Section 66 and limitation for such complaints