2006 (10) TMI 242 - HC - Companies Law

Summary

Issues:
Application under section 454(5) and (5A) of the Companies Act, 1956 for non-compliance with section 454 requirements.

Analysis:
The judgment pertains to an application filed under section 454(5) and (5A) of the Companies Act, 1956, seeking to take cognizance of an offence committed by the respondents for not complying with the provisions of section 454 and to punish them for not filing the statement of affairs. Respondents 1 to 3 argued that they had ceased to be directors as of the winding-up order date and were not required to file the statement of affairs, as their resignation had been accepted and communicated to the Registrar of Companies. Respondent 4 was deleted from the application, and the application was dismissed against respondent 5 in separate orders.

The Official Liquidator's counsel sought time to verify if the documents showed that respondents 1 to 3 had indeed ceased to be directors. It was found that the forms submitted by respondents 1 to 3 were not available in the Registrar of Companies' documents, and the specific details regarding their cessation as directors were also not found. The Registrar of Companies confirmed that the documents had been destroyed as per the records disposal rule.

The court considered the evidence presented, including the intimation sent to the Registrar of Companies in 1997 by respondents 1 to 3, stating their cessation as directors and enclosing Form No. 32. Given that the winding-up order was passed in 1999, the court accepted that respondents 1 to 3 had ceased to be directors in 1997, as claimed. As the documents supporting this claim had been destroyed, and based on the Official Liquidator's report, the court held that respondents 1 to 3 were not required to file the statement of affairs. Consequently, the company application was dismissed, and respondents 1 to 3 were discharged from the proceedings.