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TMI Blog1979 (8) TMI 158X X X X Extracts X X X X X X X X Extracts X X X X ..... will follow". The Bihar Investment Trust Ltd. was incorporated in the year 1939 under the Companies Act, 1913. On an application filed by the Registrar of Joint Stock Companies, winding-up order was passed on 27th August, 1974, and an official liquidator was appointed. The official liquidator made a report dated 16th December, 1974, asking for action against the directors and the secretary of the company for not filing the statement of affairs as contemplated under section 454 of the Companies Act, 1956. The appellants were named as the three directors and Ambika Prasad Verma was named as the secretary. They filed their show-cause petitions, on a consideration of which the impugned order has been passed. In this appeal we are not concerned with what happened to Ambika Prasad Verma as he is not one of the appellants before us. In their show-cause the appellants stated that they had resigned by a joint letter addressed to the Bihar Investment Trust Ltd. (hereinafter referred to as "the company") dated 10th September, 1966, which is Ex. 1-a. The letter of resignation was sent by registered post to the registered office of the company and a copy of it was also sent to the Registrar ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ns : ( i )The directors having resigned on 10th September, 1966, their resignation became operative and effective from that very date. It was submitted that neither section 283 of the Companies Act, 1956, nor section 86-I of the Indian Companies Act, 1913, covered cases of voluntary resignation by directors. According to learned counsel, section 283 of the Companies Act, 1956, deals with cases where the office of directors is vacated by involuntary acts, e.g. , where a director himself resigns from office. He submitted that under common law it is the right of a person to resign an office he holds and it is not dependent upon statutory law unless specifically provided for. ( ii )The effect of resignation is not dependent upon acceptance and becomes effective from the date when the director resigns. It is particularly so in view of article 94( f ) of the articles of association of the company which, amongst others, provides that the office of a director shall ipso facto be vacated "if by notice in writing to the company he resigns his office". It was urged that this article is not repugnant to section 283 of the Companies Act, 1956, as it relates to voluntary acts. According to ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ied by one or more of the persons who are at the relevant date, the directors and by the person who is at that date the manager, secretary or other chief officer of the company, or by such of the persons hereinafter in this sub-section mentioned, as the official liquidator, subject to the direction of the court, may require to submit and verify the statement, that is to say, persons ( a )who are or have been officers of the company; ( b )who have taken part in the formation of the company at any time within one year before the relevant date ; ( c )who are in the employment of the company, or have been in the employment of the company within the said year, and are, in the opinion of the official liquidator, capable of giving the information required ; ( d )who are or have been within the said year officers of, or in the employment of a company which is, or within the said year was, an officer of the company to which the statement relates......... (5) If any person, without reasonable excuse, makes default in complying with any of the requirements of this section, he shall be punishable with imprisonment for a term which may extend to two years, or with fine which may exte ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... it would result in monstrosity. It was contended that as all informations have got to be given with reference to the relevant date, i.e. , the date of the order of winding up or the date on which the provisional liquidator is appointed, it would be absurd to call upon a person who has been director or an officer of the company long before the date of such appointment to give such information. He further contended that if such a person was called upon to submit a statement of affairs, which he would not be capable of, the consequence would be that he would open himself to punishment as provided under sub-section (5) of section 454. He further contended that, in construing a section, punctuations must yield to a result which make it reasonable. It is not possible to accept the submissions made. As pointed out earlier, apart from the directors, manager, secretary or other chief officer of the company who are in those offices at the relevant date, other classes of persons who may be called upon to file the statement have been categorised in sub-section (2). They have, however, been categorised under different heads. Parliament in categorising classes of persons under clauses ( b ) t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Krishna Kamini Dasi [1887] LR 14 IA 30 ; ILR 14 Cal 365, in interpreting Regulation VIII of 1819, had held that in a certain provision the comma after the word "katcheri" could be construed to apply to the whole expression "upon the land of the defaulters" just as easily as to the last three words only. And in that background, their Lordships observed that it is an error to rely on punctuation in construing Acts of the Legislature. This decision also is not relevant for the purpose of the present case. Similarly, in a Full Bench judgment of the Lahore High Court in the case of Seth Gurmukh Singh v. CIT [1944] 12 ITR 393 (Lah.) Munir J. held that if a provision as punctuated leads to absurd results or conflict with some other provision of the statute, punctuation must yield to a reasonable and consistent interpretation. No conflict or absurdity has been pointed out in interpreting clause ( a ) in the manner in which we have done. From the discussions made above, it is obvious, therefore, that under section 454(2)( a ) even if the appellants had resigned from the office of directors in the year 1966, they could still be called upon to submit the statement of affairs as provid ..... X X X X Extracts X X X X X X X X Extracts X X X X
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