1999 (7) TMI 583 - HC - Companies Law

Summary

Issues:
Challenge of a complaint against a petitioner for non-filing of balance sheet and profit and loss account under section 220 of the Companies Act, 1956 after resignation as a director.

Analysis:
The petitioner, a former director of a company, challenged a complaint lodged against him under section 220(3) of the Companies Act for the company's failure to file required financial documents. The petitioner contended that he had resigned from directorship, supported by evidence of resignation acceptance and Form No. 32 submission. The petitioner's counsel argued that as per section 5 of the Act, the petitioner did not qualify as an "officer in default" and thus cannot be held liable for the company's non-compliance.

The respondent argued that the petitioner, being a Chartered Accountant and based in the company's headquarters city, must have been overseeing financial matters, making him accountable. The Additional Public Prosecutor supported the respondent's stance, claiming no merit in the petitioner's plea.

The petitioner's counsel highlighted section 303, emphasizing the company's obligation to notify changes within 30 days. As the petitioner's resignation was accepted on 17-10-1996, Form No. 32 should have been submitted promptly, relieving the petitioner of liability as per section 303(3).

The court noted crucial dates: petitioner's resignation (23-9-1996), resignation acceptance (17-10-1996), and the deadline for filing financial documents (30-10-1997). The court emphasized that on the alleged offense date, the petitioner had severed ties with the company, absolving him of responsibility. Section 220(3) imposes liability on officers in default, which did not include the petitioner post-resignation, as per section 5's definition.

The court observed that the change in directorship was intimated before the default date, rendering the complaint premature. Conclusively, the court held that on the offense date, the petitioner had no association with the company, did not meet the officer in default criteria, and thus, the complaint against him was unsustainable. The petition was allowed, quashing the complaint against the petitioner while leaving the rest of the complaint unaffected, with no opinion expressed on its merits.