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Violation of section 87(2) of the Indian Companies Act - Failure to report change in directorship within fourteen days. Analysis: The judgment involves a complaint against a bank for not complying with section 87(2) of the Indian Companies Act, which requires reporting any change in directorships within fourteen days. The sub-Divisional Magistrate acquitted the bank, stating that the company cannot be held accountable unless the director informs the company of the change. However, the appeal was made by the Crown against this decision. The judgment refers to a previous case to emphasize that intention and knowledge cannot be imputed to a company, and only individuals can possess such attributes. It clarifies that the company can be held liable for non-compliance with statutory requirements even if none of its officers are involved. Section 87(4) specifies that both the company and any officer knowingly and willfully in default are liable for fines. The argument made by Mr. Somasundaram to distinguish between facts available from company records and those not available is addressed. The judgment highlights that the company's duty under section 87(2) is to notify any change in the particulars contained in the register, including directorships. Negligence by companies in updating their registers cannot exempt them from penalties. The judgment stresses that statutory duties must be fulfilled by companies to ensure compliance with the law. Ultimately, the acquittal of the company is overturned, and it is convicted of the offense, being sentenced to pay a fine of Rs. 25. The judgment underscores that the company is responsible for every default without proof of negligence to enforce the provisions of the Act effectively.
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