Section 454 of Companies Act, 1956

HIGH COURT OF KARNATAKA Dunford Fabrics Ltd. (In Liquidation) v. G. C. Lohia V.G. SABHAJIT, J. COMPANY APPLICATION NO. 549 OF 1999 IN COMPANY PETITION NO. 83 OF 1997 October 31, 2006 Section 454 of Companies Act, 1956 - Winding up - Statement of affairs to be made to official liquidator - Instant application was filed to take cognizance of offence committed by respondents for not complying with requirements of provisions of section 454 and punish respondents for non-filing of statement of affairs - Respondent nos. 1 to 3 raised objection that they were not required to file statement of affairs as they had sent their resignation to Registrar of Companies on 29-1-1997 along with Form No. 32 which had been accepted - Whether since respondent nos. 1 to 3 had produced on record intimation sent to Registrar of Companies dated 29-1-1997 intimating about their retirement, it could be concluded that respondent Nos. 1 to 3 had ceased to be directors of company on date of winding up order, i.e., 31-3-1999, and thus, they were not required to file statement of affairs - Held, yes - Whether consequently, instant application was to be dismissed and respondent nos. 1 to 3 were to be discharged - Held, yes FACTS The instant application was filed to take cognizance of the offence committed by the respondents for not complying with the requirements of the provisions of section 454 and punish the respondents for non-filing of the statement of affairs. The respondent nos. 1 to 3 raised the objection contending that they were not required to file the said statement since upon acceptance of their resignation, which was sent to the Registrar of Companies on 29-1-1997 along with Form no. 32, they had ceased to be the directors of the company (in liquidation) as on the date of the winding up order i.e. 31-3-1999. HELD The contention of respondents Nos. 1 to 3 that they had ceased to be directors as on the date of winding up order had to be accepted as they had produced intimation sent to the Registrar of Companies dated 29-1-1997, intimating about the fact that they had ceased to be directors. Winding up order was passed on 31-3-1999, and therefore, it was clear that respondent Nos. 1 to 3 had ceased to be directors as on 29-1-1997, itself and they were unable to produce form no. 32 as the said documents had been destroyed in the office of the Registrar of Companies and in view of the report filed by the official liquidator, the respondent Nos. 1 to 3 had ceased to be directors on the date of winding up order and they were not required to file statement of affairs. [Para 5] Therefore, the company application was to be dismissed and the respondent nos. 1 to 3 were to be discharged. [Para 6]