Adarsh Kumar Goel, J. - (1.) THIS appeal has been preferred against order of learned Single Judge holding the Appellant guilty under Section 454(5) of the Companies Act, 1956 (for short, "the Act") and imposing fine of Rs. 50,000/ -.
(2.) M /s Northland Sugar Complex Limited was a company registered under the Act and was ordered to be wound up vide order dated 9.10.1997 in C.P. No. 45 of 1996. Official Liquidator took possession of the premises and record and issued notice under Section 454 of the Act to the concerned persons including the Appellant on 18.11.1997. Since they failed to file Statement of Affairs without reasonable excuse, complaint was moved by the Official Liquidator, leading to the impugned order. We have heard learned Counsel for the parties and perused the record.
(3.) CONTENTION raised in the appeal is that the Appellant was only the nominee Director nominated by the Punjab State Industrial Development Corporation, the creditor of the Company. Under the agreement to advance loan, there was a provision for nominating a Director by the Financial Corporation and in terms thereof, the Appellant was nominated vide order dated 4.5.1993, Annexure A -1. Section 41A of the State Financial Corporations Act, 1951 provided that for any official acts done in good faith, the nominee Director was not liable for prosecution. The Government of India vide letter dated 20.9.1973 also stated that criminal prosecution could not be initiated against the nominee Director of the financial institution without proper scrutiny and without approval of the Headquarters. The Appellant filed application, Annexure A -3, for putting forward this offence but learned Company Judge without considering this aspect, held the Appellant guilty.;