1944 (2) TMI 13 - HC - Companies Law

Directors Power of and Winding up Power of court to assess damages against delinquent directors, etc.

Issues Involved:
1. Liability of directors for gambling losses.
2. Liability of directors for misappropriations by a co-director.
3. Differentiation of liability among directors.
4. Applicability of Section 281 of the Indian Companies Act.

Issue-wise Detailed Analysis:

1. Liability of Directors for Gambling Losses:
The court concurred with the finding that the appellants were liable for the loss incurred by the company due to Ramanathan's gambling in differences. The contracts involved in these transactions were unenforceable under the general law and did not fall within the transactions contemplated by the memorandum of association. The directors failed to act reasonably in permitting such activities, thus breaching their fiduciary duty. The court emphasized that directors hold a fiduciary position regarding the company's assets and allowing funds to be dissipated in gambling constituted a grave breach of duty.

2. Liability of Directors for Misappropriations by a Co-director:
The court examined whether the directors could be held liable for the Rs. 1,36,274-1-2 that the company had to repay to the V.K.R.S.T. Firm due to Ramanathan's borrowings. The directors were not aware of Ramanathan's misappropriations until after the money had been borrowed and misused. The court concluded that their ignorance was not due to negligence, as they had no grounds for suspecting fraud and were entitled to rely on the company's auditors. Therefore, Thinnappa and Palaniappa were not held liable for the sums misappropriated by Ramanathan.

3. Differentiation of Liability Among Directors:
The court distinguished the liability of the directors based on their roles and involvement. Kasi Viswanathan, despite being a managing director, was not imputed with knowledge of Ramanathan's fraud simply because of his position. The court held that he, like the other directors, was deceived by Ramanathan and had no grounds for suspicion. Consequently, Kasi Viswanathan was not in a worse position than his co-directors. The court also noted that Thinnappa could not be held liable for any loss suffered before he joined the board.

4. Applicability of Section 281 of the Indian Companies Act:
The appellants argued for the application of Section 281, which provides relief if directors acted honestly and reasonably. However, the court found that permitting gambling in differences was not reasonable, and thus, Section 281 could not be invoked. The court noted that the directors' belief in the legitimacy of the transactions did not exempt them from liability, as they failed to act reasonably.

Conclusion:
The appellants, together with Ramanathan, were held liable for the loss sustained by the company due to gambling in differences but not for the loss caused by Ramanathan's misappropriations. The court adjusted the liabilities, holding Kasi Viswanathan, Ramanathan, and Palaniappa jointly and severally liable for Rs. 1,36,092-3-6, while Thinnappa's liability was set at Rs. 1,04,980-12-0. The decision to exonerate S. Subbaraya Mudaliar was not challenged. The court also addressed costs, certifying for two counsel and outlining the payment responsibilities for the Official Liquidator and the appellants.

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