1995 (2) TMI 83 - HC - Central Excise

Summary

Issues:
Interpretation of liability of Managing Director for company's fine payment, legality of issuing non-bailable warrant against Managing Director, distinction between company's liability and Director's liability, impact of company winding-up on Director's liability.

Analysis:
The judgment pertains to a Criminal Revision challenging the refusal to recall non-bailable and distress warrants against a petitioner, who was the Managing Director of a company. The petitioner was charged under the Central Excises and Salt Act along with others. The trial court held the accused guilty and imposed a fine, which the petitioner and the Accounts Officer deposited, but the company did not. Subsequently, warrants were issued against the petitioner for fine realization.

The petitioner contended that as Managing Director, he was not representing the company and should not be liable for the company's fine. The Court below disagreed, holding the petitioner liable as Managing Director, despite the company's separate legal identity. The petitioner argued that after the company was wound up, the official liquidator should be responsible for the fine payment.

The Court analyzed the legal principles governing company liability, citing the Saloman v. Saloman & Co. Ltd. case to emphasize the separate legal entity of a company from its Directors. It highlighted that a company's liability is distinct from that of its Directors, and the company must pay its fines from its assets, not through Directors' personal liability.

The judgment discussed the provisions of the Central Excises and Salt Act, emphasizing that liability could extend to the person in charge of the company at the time of the offense. It clarified that a company's liability does not automatically make its Directors liable, and prosecution can proceed against the person in charge without involving the company as an accused.

Regarding the company winding-up, the Court held that the official liquidator takes over both assets and liabilities of the company. Therefore, once it was established that the company was solely liable for the fine, warrants against the Managing Director were unjustified.

Consequently, the Court allowed the Criminal Revision, recalling the warrants against the petitioner and directing the proceedings to proceed against the company for fine realization. The judgment underscored the importance of distinguishing between company and Director liabilities, ensuring that legal dues of a company are recovered from the company's assets, not from individual Directors.