G N SRIDHARAN Vs. REGISTRAR OF COMPANIES

JUDGEMENT

(1.) THE petitioner herein has come forward with the present Company Petition under Section 633 (2) of the Companies Act 1956 for an order relieving the petitioner wholly from the proceedings sought to be initiated pursuant to the show cause notice issued by the respondent on 1.7.2010. The said prayer has been made on the basis of the contention of the petitioner that the petitioner was co-opted by the Directors of the Company (Fund of Thanjavur Limited) on 26.8.1996 as an additional director in a metting of the Board of Directors of the said Company and thereafter he was not appointed as a regular Director; that even before the convening of the next Annual General Meeting he had resigned the Additional Directorship on 17.8.1997 itself; that now the respondent proposes to prosecute the petitioner herein along with the Company and the Directors for the default committed by the Company in filing the Balance Sheet the Profit and Loss Account for the financial year ended on 31.3.2008 long after he ceased to be an Additional Director of the Company concerned and that hence the petitioner should be relieved from the proposed proceedings sought to be initiated by issuing the show cause notice dated 1.7.2010.

(2.) THE respondent has filed a counter contending that since no Form-32 was filed informing the Registrar of the acceptance of the resignation of the petitioner by the Managing Director, the petitioner shall be deemed to be a person responsible for the filing of the statutory returns and the respondent cannot find fault with for issuing the impugned show cause notice to the petitioner also.

(3.) A bare reading of the said Section will show that the Board of Directors have conferred that such powers of the Articles can appoint Additional Directors subject to a limitation that such Additional Directors appointed by the Board of Directors shall hold office only up to the date of the next Annual General Meeting of the Company. The tenure of Additional Director by operation of law comes to an end by the date on which the Annual General Meeting of the Company is convened subsequent to such appointment as Additional Director.