JAMNA DATWANI Vs. OFFICIAL LIQUIDATOR

JUDGEMENT

(1.) THIS appeal is preferred against the order dated 2nd December, 2010 passed by Learned Company Judge in Crl. O.(CO) No.4/2006 (in CP No.263/1997) filed by the<RP> Official Liquidator</RP> under Section 454 of the Companies Act, for prosecution of eight Directors of M/s.Metlex Ceramics Ltd. (in liquidation) on the ground that no Statement of Affairs had been filed by any of these Directors inspite of the company being ordered to be wound up as far back as on 21st July, 2004. The appellant herein had appeared in those proceedings. Her statement was recorded by the Official Liquidator. Thereafter the matter was heard. The contention of the appellant was that she is a housewife and was not participating in the affairs of the company; her husband who was mainly looking after the affairs of the company had suffered a stroke and because of which he was paralyzed and confined to bed; in his absence she was made to sign certain papers; otherwise she was not concerned with the running of the company (in liquidation). The Learned Company Judge after examining the matter has by the impugned order found that as per the appellant s own admission she had been signing documents of the company and this prima facie showed that she was looking after the affairs of the company. With respect to the plea of the appellant in her statement recorded before the Official Liquidator as well as the Court that the affairs of the company were looked after by Manager, Chartered Accountants etc. and she did not know them and that she signed the documents without reading those documents, the Learned Company Judge has stated that this is her defence which has to be established and examined in trial. Though the Learned Company Judge by the impugned order found a case for proceeding against the appellant but still gave another opportunity to the appellant. Though the appellant has not filed any subsequent order but the counsel informs that upon the appellant failing to avail opportunity by filing Statement of Affairs, she has been ordered to be proceeded against.

(2.) THE admitted position which prevails today is that the company was ordered to be wound up on 21st July, 2004. Almost 7-1/2 years have passed but the statement of affairs has not been filed so far. Learned Company Judge has recorded dismal state of affairs which are delaying the process of winding up. We had directed the<RP> Official Liquidator</RP> to file the report about the status of other Directors of the company. The Official Liquidator has filed the report stating as under:-

(3.) THIS leaves us with R-3 Sh. S.L. Chopra and R-8 Shri Rajiv Bohra. Even though Sh. Rajiv Bohra is shown as Managing Director in the Crl.O filed by the<RP> Official Liquidator</RP>, even he is not residing at the given address and his present address is not known as per the Police report. In so far as Shri S.L. Chopra is concerned, his statement was recorded in which he stated that he ceased to be Director and did not have any information or record with him. However at the same time, the Form 32 was not filed before the Registrar of Companies and therefore in the report filed by the<RP> Official Liquidator</RP> it is stated that for the purpose of present proceedings he could be treated as ex-Director responsible for the affairs of the company. No order so far has been passed by the Learned Company Judge in respect of Shri S.L. Chopra. The<RP> Official Liquidator</RP> should place these facts before the Learned Company Judge so that the Learned Company Judge is able to pass appropriate orders in respect of other Directors as well.