2012 (3) TMI 160 - HC - Companies Law

Prosecution of eight Directors of M/s. Metlex Ceramics Ltd. (in liquidation) on the ground that no Statement of Affairs had been filed by any of these Directors in spite of the company being ordered to be wound up - Held that - The Official Liquidator has filed the report and as per the details as of today except Sh. S.L. Chopra it would not be possible to proceed against any other Directors - if the appellant or Sh. S.L. Chopra are also allowed to go scot free and are not even tried, the effect of that would be as if none of the Directors had any responsibility and/or duty to file the statement of affairs; such a situation cannot be accepted - Once the appellant assumed the position of a Director and some evidence has come on record in the form of signing the documents, prima facie it would lead to the conclusion that she was taking part in the day to day affairs of the company - no merit in this appeal and is accordingly dismissed - Official Liquidator to take up the matter before Learned Company Judge against Sh. S.L. Chopra

Issues:
1. Prosecution of directors for failure to file Statement of Affairs.
2. Status of other directors in the company.
3. Prima facie evidence required for proceeding against a person under Section 454(5) of the Companies Act.

Issue 1: Prosecution of Directors for Failure to File Statement of Affairs

The judgment pertains to an appeal against an order passed by the Learned Company Judge for the prosecution of eight directors of a company under Section 454 of the Companies Act. The Official Liquidator filed a petition as no Statement of Affairs had been filed by the directors despite the company being ordered to be wound up in 2004. The appellant, one of the directors, claimed to be a housewife not involved in the company's affairs, stating she signed documents without understanding. The Company Judge found a case for proceeding against the appellant, emphasizing that her defense should be examined in trial. Despite giving the appellant another opportunity to file the Statement of Affairs, she failed to do so, leading to an order for prosecution.

Issue 2: Status of Other Directors in the Company

The judgment discusses the status of other directors of the company as reported by the Official Liquidator. Some directors were discharged or not available, while others claimed to have ceased their directorship. Specific details were provided for each director, including appointments and reasons for exclusion from proceedings. The court emphasized the importance of holding all responsible directors accountable for filing the Statement of Affairs, ensuring no director evades their duty in the winding-up process.

Issue 3: Prima Facie Evidence for Prosecution under Section 454(5) of the Companies Act

The judgment addresses the requirement of prima facie evidence before proceeding against a person under Section 454(5) of the Companies Act. The appellant's counsel cited relevant judgments to support the need for evidence before prosecution. The court discussed these judgments and distinguished them in the context of the present case. It was emphasized that once evidence, such as signing documents, implicates a director in the company's affairs, it leads to the conclusion that they were involved in day-to-day operations. The court dismissed the appeal, highlighting the importance of holding all accountable directors responsible and urging the Official Liquidator to take necessary steps against directors not yet addressed.

This detailed analysis of the judgment provides insights into the legal issues surrounding the prosecution of directors for failure to file necessary documents and the importance of ensuring accountability in company winding-up procedures.

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