2003 (5) TMI 415 - HC - Companies Law

Summary

Issues:
1. Non-submission of statement of affairs by ex-directors of a company in liquidation.
2. Delay in filing the statement of affairs.
3. Legal consequences and penalties for non-compliance.

Issue 1: Non-submission of statement of affairs
The Official Liquidator filed an application under section 454 of the Companies Act, 1956, against the ex-directors of a company in liquidation for failing to submit the statement of affairs as required by law. The company was ordered to be wound up, and the ex-directors were called upon to provide the necessary financial information within 21 days, but they did not comply despite being informed. The ex-directors claimed that the assets had been taken over by another entity, but the Official Liquidator argued that they still had obligations to submit the required documents. The application sought legal action, including imprisonment and fines, against the non-compliant ex-directors.

Issue 2: Delay in filing the statement of affairs
The ex-directors defended their delay in filing the statement of affairs by stating that they were pursuing legal remedies to challenge the winding-up order passed ex parte. They argued that they acted in good faith and were hopeful of success in their legal proceedings, which caused the delay in submitting the financial details. However, the court noted that the winding-up order had attained finality, and the ex-directors were obligated to provide the statement of affairs within a specified timeframe, regardless of their legal challenges. The court highlighted the significant delay of 1630 days in filing the required documents.

Issue 3: Legal consequences and penalties for non-compliance
The court considered the provisions of section 454(5) of the Companies Act, 1956, which stipulated penalties for defaulting in submitting the statement of affairs. The ex-directors argued that their legal actions to challenge the winding-up order constituted a reasonable excuse for the delay. However, the court held that such actions did not absolve them of their duty to provide the financial information promptly. The court rejected their defense, stating that accepting it would set a precedent for non-compliance in similar cases. Consequently, the court ordered a fine of Rs. 10 for each day of default, totaling Rs. 16,300 for each non-compliant ex-director. The court allowed the payment to be made in six monthly installments due to financial constraints faced by the ex-directors.

In conclusion, the judgment addressed the non-compliance of ex-directors in submitting the statement of affairs, the justifications provided for the delay, and the legal consequences imposed for the default. The court emphasized the importance of fulfilling statutory obligations promptly and imposed fines as a penalty for the ex-directors' failure to adhere to the legal requirements.