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Issues:
1. Whether the ex-directors of a company are liable to file a statement of affairs after ceasing to be directors. 2. Interpretation of the term "persons who have been officers of the company" under section 454(2)(a) of the Companies Act, 1956. Analysis: 1. The judgment deals with the issue of whether ex-directors of a company are obligated to file a statement of affairs after ceasing to be directors. The appellants, former directors of a company, were directed by the official liquidator to submit statements of affairs after they had already ceased to be directors. The court clarified that under section 454(2) of the Companies Act, individuals who were directors on the "relevant date" must submit statements, regardless of whether the official liquidator requests it or not. The court emphasized that the official liquidator has the authority, subject to the court's direction, to require such statements from former directors. Rule 125 of the Companies (Court) Rules, 1959, allows the official liquidator to seek a court order for individuals liable to furnish statements, but this does not limit the liquidator's power to request statements directly. The court upheld the official liquidator's right to demand statements from former directors, dismissing the appellants' applications seeking exemption from filing statements. 2. The judgment also addresses the interpretation of the term "persons who have been officers of the company" as per section 454(2)(a) of the Companies Act, 1956. The question arises as to whether ex-directors who ceased to be directors before the "relevant date" can be considered "persons who have been officers of the company." The court analyzed the use of the present perfect tense in the provision, emphasizing that the term "have been" is used to express a hypothesis without regard to a specific time frame. The court clarified that clause (a) of section 454(2) encompasses any individual who was an officer of the company at any time, without specifying a particular period or date. The judgment highlighted that while clauses (b) to (d) of the same section mention specific time frames, clause (a) is broad enough to include any former officer of the company. The court rejected the appellants' argument that only directors immediately preceding the relevant date should be considered under clause (a), affirming that the provision applies to any individual who was an officer of the company at any point in time. In conclusion, the judgment reaffirms the legal obligations of ex-directors to submit statements of affairs even after ceasing to be directors and clarifies the inclusive nature of the term "persons who have been officers of the company" under section 454(2)(a) of the Companies Act, 1956.
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