9911796707
TMI Blog2014 (11) TMI 1131X X X X Extracts X X X X X X X X Extracts X X X X ..... .No.111/2006) pending on the file of Special Court (Economic Offences), Bangalore, wherein this petitioner is arrayed as accused No.3. On perusal of the materials on record, it is seen that the Registrar of Companies has lodged a complaint in C.C.No.111/2006 making allegations that the accused No.1 M/s.Cauvery Software Engineering Systems Ltd., Bangalore (represented by accused No.2 -Anup Saxena), is a registered Company under the Companies Act 1956 and the Company is situated at Alankar Business Centre, K.G.Road, Bangalore. The accused Nos.2 to 6 were the Directors and the accused No.7 was the Company Secretary of the said Company. By virtue of the provisions under Section 166 of the Companies Act, 1956, the accused No.1 was required to ho ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... end use of the said funds together with the fund flow statements year-wise and to produce, either personally or through an authorised representative, the relevant books of accounts and other books etc. Further they failed to appear and produce the books of accounts and other books and papers before the Inspecting Officer. Therefore, it is alleged that the accused have committed an offence punishable under Section 209A(8) of the Companies Act. Therefore, the complainant filed a complaint before the said Court for the purpose of taking action under the said provision. 5. In Crl.P.No.5896/2010 (C.C.No.685/2006) pending on the file of Special Court (Economic Offences), Bangalore, it is alleged that accused Nos.2 to 6 being the Directors of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... within the time prescribed. 8. In all the above said cases, it is alleged, this petitioner is the Director of the said Company and it is stated, in the Company all the Directors are also responsible for the default committed by the Company as per section 5 of the Companies Act as they failed to see that the Company complies with the requirement under the above said provision of the Act. 9. Learned counsel for the petitioner strenuously contends that the above said penal provision clearly indicates that who are the persons actually responsible for the purpose of conducting the Meeting etc. Section 166 deals with the Annual General Body Meeting. If such General Body Meeting is not conducted within the specified period and default is committ ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... by way of imprisonment, fine or otherwise, the expression" officer who is in default" means all the following officers of the company, namely:- (a) the managing director or managing directors; (b) the whole- time director or whole- time directors; (c) the manager; (d) the secretary; (e) any person in accordance with whose directions or instructions the Board of directors of the company is accustomed to act; (f) any person charged by the Board with the responsibility of complying with that provision: Provided that the person so charged has given his consent in this behalf to the Board; (g) where any company does not have any of the officers specified in clauses (a) to (c), any director or directors who may be specified by the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t have any of the officers specified under section 5 at clauses (a) to (c) and petitioner who is a Director has been specified by the Board in this behalf for compliance of such responsibility. Unless that is established before this Court, the petitioner one of the Directors of the Company is not ipso facto liable for the default committed by the Company. 10. In this background, let me go back to the averments made in the complaint. As rightly contended by the learned counsel for the petitioner, it is only specifically stated that the petitioner who is accused No.3 in all the above said cases is only a Director of the Company. Nowhere it is stated what role that has been given to the petitioner in the Company, what are his responsibilitie ..... X X X X Extracts X X X X X X X X Extracts X X X X
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