2012 (4) TMI 445 - HC - Companies Law

Application filed by the Official Liquidator alleging that the Directors of the respondent company have not filed the Statement of Affairs Held that -It is evident that possession was taken over on 24-7-2000 of the premise and a theft had occurred in the premises on 17-10-2000 and the respondents had thereafter made efforts to approach the office of the Official Liquidator to secure the details from the records - such permission was granted on 16.02.2004 and on the examination of the available records, the Statement of Affairs was filed on 10.01.2005 - all this would indicate that the action of the respondents was not deliberate and they had reasonable cause for the delay in filing the statement of affairs against Official Liquidator.

Summary

Issues: Allegation of failure to file Statement of Affairs by erstwhile Directors under Companies Act

Analysis:
The Official Liquidator filed an application alleging that the former Directors of the respondent company failed to file the Statement of Affairs as required by law, invoking sections 454(5) and (5A) of the Companies Act. The respondents denied the charge, claiming a reasonable cause for any delay. The case proceeded to trial, with witnesses examined and documents marked by both parties.

Legal Requirement and Filing Delay:
The law mandates that the Statement of Affairs must be filed by former Directors within 21 days of winding up. In this case, the company was ordered to be wound up on 12-6-2000, requiring the statement by 3-7-2000. However, it was filed on 10-1-2005. The delay was evident, raising the question of whether a reasonable cause existed for the delay, as contended by the respondents.

Reasonable Cause for Delay:
The possession of company assets, including immovable property, was jointly taken over by the Official Liquidator and others on 24-7-2000, shortly after the initial deadline. The respondents argued that this possession disrupted their access to records needed for the statement. Additionally, a theft occurred on the premises in October 2000, further impeding their ability to file promptly. The respondents' efforts to gather necessary details and file the statement were delayed until 10-1-2005, supported by correspondences and permissions from the Official Liquidator.

Exoneration of Respondents:
Considering the circumstances, including the possession takeover, theft incident, and subsequent efforts to obtain required information, the court found that the respondents had a reasonable cause for the filing delay. The court concluded that the respondents were not at fault and thus exonerated them from the allegations. The application was dismissed, and the respondents were absolved of any wrongdoing.

This detailed analysis of the judgment showcases the legal process, evidence presented, and the court's reasoning in exonerating the respondents based on the reasonable cause for the delay in filing the Statement of Affairs as required under the Companies Act.