2005 (7) TMI 372 - HC - Companies Law

Summary

Issues Involved:
1. Non-compliance with Section 454 of the Companies Act, 1956.
2. Liability and punishment for failure to file the statement of affairs.
3. Reasonable cause for non-compliance.
4. Quantum of sentence for default.

Analysis:

1. Non-compliance with Section 454 of the Companies Act, 1956:
The official liquidator filed an application to punish the respondents, who were ex-directors of the company, for not filing the statement of affairs as required under Section 454 of the Companies Act, 1956. Despite notices, the respondents failed to comply, leading to the current proceedings.

2. Liability and punishment for failure to file the statement of affairs:
The court had previously determined on June 14, 2002, that respondents Nos. 1 and 5 failed to comply with Section 454 by not filing the statement of affairs within the stipulated time and were liable for punishment. The offence was considered a continuous one, and the court directed them to file the required statements within four weeks.

3. Reasonable cause for non-compliance:
- Respondent No. 1: Argued that he was 77 years old, a promoter and consultant, not involved in day-to-day operations, and lacked access to records taken over by A.P.S.F.C. He cited judgments to support his claim of reasonable excuse for non-compliance.
- Respondent No. 5: Claimed partial compliance, attributing failure to fully address objections to lack of cooperation from respondent No. 1, who held relevant records. He sought leniency due to his financial distress and partial compliance.

4. Quantum of sentence for default:
The court noted the continuous nature of the offence under Section 454 and emphasized the need for strict enforcement to protect creditors, employees, and financial institutions. The court expressed displeasure over the slow post-winding-up process and the evasive behavior of ex-directors, which hampers the liquidation process.

Judgment:
- Respondent No. 1: The court found no reasonable excuse for non-compliance, emphasizing that he was involved in the company's day-to-day affairs and had access to some records. Despite opportunities, he failed to provide evidence or enter the witness box to justify his non-compliance. As a result, the court imposed a fine of Rs. 100 per day for 3,126 days, totaling Rs. 3,12,600, payable within one week. In default, he would face six months of imprisonment.
- Respondent No. 5: Given his partial compliance and financial distress, the court took a lenient view and imposed no punishment.

Conclusion:
The application was allowed, with respondent No. 1 fined and respondent No. 5 spared further punishment. The judgment underscores the importance of compliance with statutory requirements to ensure the efficient winding-up of companies and protection of stakeholders' interests.