1982 (4) TMI 236 - HC - Companies Law

Summary

Issues Involved:
1. Liability of the managing director for the shortage of yarn stock.
2. Applicability of Section 633 of the Companies Act for relief from liability.

Detailed Analysis:

1. Liability of the Managing Director for the Shortage of Yarn Stock:
The appellant, who was the managing director of M/s. Coimbatore Murugan Mills Ltd., faced a suit for the recovery of Rs. 9,796.29 due to a deficit in yarn stocks amounting to 995.5 kgs. The appellant contended that he was not liable as he and his staff were prevented from entering the mills by the workers, the stock was not verified in his presence, and any shortage could be attributed to climatic factors. However, both the trial court and the lower appellate court held the defendant liable for the shortage. The courts found that the shortage was duly proved based on the entries in the accounts and evidence presented by the plaintiff. The appellant's absence during stock verification, despite being notified, weakened his position. The courts concluded that the appellant, as managing director, should have reported any pilferage to the police, and his failure to do so indicated his liability for the shortage. The court also noted that climatic variations could not account for the entire shortage, and the appellant's issuance of gate passes for removing stock indicated his control over the yarn.

2. Applicability of Section 633 of the Companies Act for Relief from Liability:
The appellant sought relief under Section 633 of the Companies Act, arguing that he acted honestly and reasonably. However, the lower appellate court held that Section 633 applies only if the defendant acted honestly and reasonably, which was not demonstrated in this case. The appellant's complete disowning of liability and lack of honest conduct in managing the stock of yarn negated the applicability of Section 633. The court emphasized that the managing director, akin to a trustee, is liable to account for losses, especially when evidence suggests that the stock could not have been removed without his knowledge or gate passes issued by him.

Conclusion:
The High Court dismissed the second appeal, agreeing with the lower courts' findings that the appellant was liable for the shortage of yarn and that Section 633 of the Companies Act did not apply to relieve him of this liability. The court emphasized the managing director's duty to account for losses and the lack of honest and reasonable conduct in this case.