KRISHNA KUMAR KHEMKA Vs. REGISTRAR OF COMPANIES

JUDGEMENT

(1.) The Court: The petitioner Krishna Kumar Khemka in his petition has stated that he became a Director of Hilla Tea Estates and Industries Limited (hereinafter referred to as the companyTt) on and from September 1972. He continued to be a Director of the Company until 1st September, 1981, when he resigned from the directorship of the Company by tendering a letter of resignation to the Company. The petitioner duly intimated the fact of his resignation to the Registrar of Companies, West Bengal, by his Advocates letter dated 11th January 1984, which was served upon the Registrar of Companies, West Bengal, by registered post with acknowledgment due and the intimation was received by the Registrar of Companies, West Bengal, on 16th January 1984. It is staled by the petitioner that notwithstanding the communication of the said fact of his resignation to the Registrar of Companies, by an intimation dated 18th October, 1984, the Registrar of Companies, West Bengal, called upon the petitioner to file the annual return in respect of the Company made upto 30th June 1984, as also the balance-sheet and profit and loss account for the financial year ended 31st December 1983, under the provision of section 210 of the Companies Act, 1956. Thereafter, on the basis of such notice dated 18th October 1984 the Registrar of Companies bas already initiated criminal proceedings against the petitioner for alleged default in filing annual return made upto 30th June 1984, and nonfiling of balance-sheet and profit and loss account for the financial year ended 31st December 1983. The petitioner is contesting the said criminal proceedings in the criminal court.

(2.) The petitioner has further stated that he has reasonable apprehension that he will again be called upon by the Registrar of Companies to file annual return made upto 30th June 1985, as also to file balance-sheet for the year ended 31st December 1984, inspite of the fact that the petitioner resigned from the directorship of the Company on and from 1st September 1981. According to the petitioner, such apprehension on his part is reasonable in view of the fact that inspite of intimation to the Registrar of Companies. West Bengal, criminal proceedings have been initiated against him for the years 1982-83. The petitioner has also stated that under the provision of the Companies Act, 1956, a resignation once made will take effect immediately when the intention to resign has been made clear and the resignation tendered by the petitioner unequivocally in writing has taken effect from 1st September, 1981, when such resignation was tendered. According to the petitioner he has reasons to apprehend that further criminal proceedings will or may be brought against him in respect of alleged default for non-filing of annual returns and balance-sheets for the year 1984, for which no criminal proceedings are pending as yet although the petitioner is no longer continuing to be a Director of the Company and bas no liability to file any return with the Registrar of Companies under the provisions of the Companies Act, 1956. On the basis of the aforesaid allegations the petitioner has made this application praying for the following reliefs: (a) Your petitioner be relieved from filing any return and balance-sheet with the respondent for the financial year ended 31st December, 1984, or for any period subsequent thereto in view of the resignation tendered by the petitioner to the Company effective from 1st September, 1981. (b) Injunction restraining the respondent from initiating any criminal proceedings against your petitioner for the financial year ended 31st December, 1984, for non-filing of any return and balance-sheet with the respondent. (c) Ad interim order in terms of prayer (b) hereinabove. (d) Such further or other order or orders and/or directions be given as your Lordships may deem fit and proper.

(3.) An affidavit by one Ujjwal Ray, Assistant Registrar of Companies, West Bengal affirmed on 13th September, 1985 (hereinafter referred to as the said affidavitT) has been filed on behalf of the respondent Registrar of Companies, West Bengal in opposition to the petitioners application.