2006 (11) TMI 330 - HC - Companies Law

Issues Involved:
1. Delayed filing of the statement of affairs by ex-directors.
2. Efforts of PICUP to recover dues.
3. Financial irregularities and fraudulent activities by ex-directors.
4. Discrepancies in the company's accounts.
5. Misfeasance by ex-directors in dealing with company properties post-liquidation.

Issue-wise Detailed Analysis:

1. Delayed Filing of Statement of Affairs by Ex-Directors:
The ex-directors of Danin Leathers Ltd. (in liquidation) were required to file the 'statement of affairs' and hand over possession of the company's assets to the Official Liquidator. Despite repeated summons and non-bailable warrants, they delayed compliance until 22-2-2006, filing an incomplete statement. This non-compliance is a violation under section 454 of the Companies Act, 1956, punishable with imprisonment and fine.

2. Efforts of PICUP to Recover Dues:
PICUP advanced a loan of Rs. 40,21,118.02 to the company, which escalated to Rs. 2,75,38,400.09. Despite several recovery attempts, including issuing recovery certificates and taking possession of the damaged unit post-fire, PICUP managed to recover only a fraction of the dues. The managing director of PICUP filed an affidavit detailing these efforts, but the court found them insufficient, indicating a lack of effective steps to recover the amount.

3. Financial Irregularities and Fraudulent Activities by Ex-Directors:
The Official Liquidator reported that the ex-directors engaged in unreasonable and unexplained accounting practices, as highlighted by the chartered accountant's report. These included discrepancies in cartage, freight, and octroi expenses, overvaluation of raw material stocks, and inflated gross profit rates. The ex-directors also diverted funds to associate companies and engaged in misleading financial reporting to secure higher bank withdrawals.

4. Discrepancies in the Company's Accounts:
The chartered accountant's report and the Official Liquidator's findings revealed significant discrepancies in the company's accounts, including:
- Overvaluation of raw material stocks.
- Unreasonable increase in advances to associate companies.
- Misleading financial reporting to show better performance before a public issue.
- Non-compliance with Schedule VI of the Companies Act, 1956, in reporting land and building costs separately.

5. Misfeasance by Ex-Directors in Dealing with Company Properties Post-Liquidation:
The ex-directors continued to deal with the company's properties even after the winding-up order, selling assets without informing the Official Liquidator. They sold the company's building and appropriated the proceeds to pay the State Bank of India, violating sections 536 and 540 of the Companies Act, 1956. This misfeasance is punishable with imprisonment and fine.

Conclusion:
The court framed charges against the ex-directors for their deliberate neglect in filing the statement of affairs, engaging in fraudulent accounting practices, and unauthorized dealings with company properties post-liquidation. The ex-directors are required to appear in court on every date fixed for the defense of the charges, except for the lady directors. The court allowed eight weeks for the ex-directors to submit their defense and listed the case for prosecution evidence on 9-1-2007. PICUP is permitted to pursue remedies by arresting the ex-directors and attaching their properties, as the mortgaged properties are reportedly exhausted.

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