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Offence by Company - Directors Liability

Compliance Manager


OF COMPANIES [2009] 151 COMP CAS 280

(MAD) Karnan C. S. J [Decided on 5-8-2009]

A. L. MUDALIAR v. ASSISTANT REGISTRAR

Companies Act, 1956 - Sections 159 and 162 - Offence by company

—Director’s Liability—Failure to file balance sheet and profit

and loss account—Non-executive director resigning before date

of default—Proceedings initiated against ex-director –Whether

proceedings to be quashed- Held, Yes.

Brief facts :

 

A complaint was filed against the petitioner and

Decision :

 

 

Petition allowed.

Reason :

 

 

Despite the fact that the petitioner had communicated

to the respondent that he had resigned from the company long

back, the respondent had not taken this aspect into consideration.

There was non-application of mind by the respondent while

arraying the petitioner as an accused. The criminal proceedings

against the petitioner were to be quashed.

 

 

others under section 159 read with section 162 of the Companies

Act, 1956, in their capacity as the officers of a company which had

failed to file the balance-sheet and profit and loss account in the

prescribed form with the Registrar of Companies. The petitioner,

being accused No. 3 contended that he had held the post of a nonexecutive

director and had resigned long back. It was submitted

that in his replies to the earlier show cause notices, this fact was

conveyed to the Registrar and no communication had been

received from the Registrar. The petitioner produced his

resignation letter to the company and also the minutes of meeting

of the board of directors of the company wherein his resignation

was recorded.

 
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practising profeesional

Please clarify if Form 32 has not been filed by the company on the Director's resignation...then will the ex-director still be liable for default ??

 
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COMPANY SECRETARY


dear smita,

 

yes the ex-director will be held liable if he was d director at the time when default was committed.

 

regards,

Shivi

 
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