LAKSHMAN NARAYAN ARORA Vs. REGISTRAR OF COMPANIES

JUDGEMENT

(1.) This appeal is directed against the order dated 5th May, 1975, passed in Company Petition No. 3 of 1974 Registrar of Companies v. Bihar Investment Trust Ltd., [1978] 48 Comp Cas 579 (Pat). The order relates to non-filing of statement of affairs by the ex-management of M/s. Bihar Investment Trust Ltd. (in liquidation). The learned company judge, by the impugned order, has directed the three appellants and one Ambika Prasad Verma "to file the statement of affairs as required by Section 454 of the Companies Act, 1956, either jointly or singly verified by any one or more of them, to the official liquidator within a period of six weeks from today failing which the consequence contemplated under the law will follow".

(2.) The Bihar Investment Trust Ltd. was incorporated in the year 1939 under the Companies Act, 1913. On an application filed by the Registrar of Joint Stock Companies, winding-up order was passed on 27th August, 1974, and an official liquidator was appointed. The official liquidator made a report dated 16th December, 1974, asking for action against the directors and the secretary of the company for not filing the statement of affairs as contemplated under Section 454 of the Companies Act, 1956. The appellants were named as the three directors and Ambika Prasad Verma was named as the secretary. They filed their show-cause petitions, on a consideration of which the impugned order has been passed. In this appeal we are not concerned with what happened to Ambika Prasad Verma as he is not one of the appellants before us.

(3.) In their show-cause the appellants stated that they had resigned by a joint letter addressed to the Bihar Investment Trust Ltd. (hereinafter referred to as "the company") dated 10th September, 1966, which is Ex. 1-a. The letter of resignation was sent by registered post to the registered office of the company and a copy of it was also sent to the Registrar of Joint Stock Companies. In their show-cause the appellants had stated that, as they had resigned from their respective offices on 10th September, 1966, which was in terms of Article 94(f) of the articles of association of the company, their resignations became effective from that date as it was served by notice in writing to the company. They, therefore, pleaded that they were not liable to file the statement of affairs of the company as they had ceased to have any connection with it long time back. They further stated that, in any view, as they had resigned and also because the secretary, who was having custody of all the documents and papers of the company, was not co-operating with them even from before their resignation, they were not in a position to file the statement of affairs of the company.