2002 (11) TMI 682 - HC - Companies Law

Summary

Issues Involved:
1. Whether the accused failed to furnish the statement of affairs without any reasonable excuse and had committed the offence under section 454(5) of the Companies Act.
2. If the accused are found guilty, what is the sentence to be imposed?

Detailed Analysis:

Issue 1: Failure to Furnish the Statement of Affairs
- Background: The Official Liquidator, appointed as the provisional liquidator of M/s St. Mary's Finance Limited, filed a criminal complaint against the managing director and directors of the company for failing to submit the statement of affairs within the statutory period of twenty-one days from the date of appointment.
- Allegations: It was alleged that the accused did not produce current records, registers, valuable securities, and other documents before the Official Liquidator. Despite repeated notices and demands, they failed to furnish the statement of affairs.
- Evidence: The Official Liquidator testified that the accused were bound to submit the statement of affairs but failed to do so. The first accused's request for an extension of time was rejected. The statement of affairs submitted later was incomplete and unacceptable as it did not contain all the details as prescribed by Section 454(1) of the Companies Act.
- Court's Findings: The court found that the accused wilfully abstained from producing genuine records and failed to file the proper statement of affairs. The first accused admitted to preparing registers just before producing them in court, which were found to be forged. The court noted that the accused violated orders and collected money from debtors, discharging liabilities selectively, which was in violation of the law and court orders.
- Conclusion: The court concluded that the accused failed to furnish the statement of affairs without any reasonable excuse and committed the offence under section 454(5) of the Companies Act.

Issue 2: Sentence to be Imposed
- Arguments for Leniency: The accused requested that the sentence be limited to a fine, arguing that they were not in possession of the necessary accounts to file the statement of affairs and that the complaint was filed by the provisional liquidator in his personal capacity.
- Court's Response: The court rejected these arguments, stating that the complaint was filed in the official capacity of the provisional liquidator. The court emphasized the gravity of the offence, noting the significant amount of money involved and the accused's deliberate actions to conceal records and obstruct justice.
- Sentence: Considering the seriousness of the offence and the accused's conduct, the court imposed the maximum sentence of two years imprisonment and a fine of Rs. 2 lakhs each. In default of payment of the fine, the accused would undergo further simple imprisonment for six months each.

Judgment Summary:
The court found the managing director and directors of M/s St. Mary's Finance Limited guilty of failing to furnish the statement of affairs as required under section 454(5) of the Companies Act. The court sentenced each accused to two years of simple imprisonment and a fine of Rs. 2 lakhs, with an additional six months of simple imprisonment in default of payment of the fine. The court highlighted the deliberate and fraudulent actions of the accused, which jeopardized the interests of thousands of depositors.