N.K.SODHI, J. - (1.) THIS criminal complaint under Sub -sections (5) and (5A) of Section 454 of the Companies Act, 1956 (hereinafter called 'the Act'), has been filed by the official liquidator attached to this court against seven persons who were said to be the directors of Pawanta Sahib Cement Works (P) Ltd. (now in liquidation and referred to hereinafter as 'the company') on the allegations that these accused without reasonable excuse failed to submit to the official liquidator a statement as to the affairs of the company in the prescribed form.
(2.) THE company was incorporated as a private limited company on November 22, 1982. On a petition filed by a creditor under Sections 433, 434 and 439 of the Act, it was ordered to be wound up by this court on March 14, 1991, and the official liquidator attached to this court was appointed its liquidator, After the receipt of the winding up order the official liquidator is said to have issued notices to the accused on April 16, 1991, calling upon them to file the statement of affairs but in spite of this the accused have failed to do the needful as contemplated under Section 454 of the Act. According to the prosecution, the default committed by the accused in this regard was without any reasonable excuse and they have thereby committed an offence punishable under Sub -section (5) of Section 454 of the Act. The accused appeared before this court and denied the commission of any offence as alleged. Accused No. 1 stated that the records of the company were lost in March, 1990, and he had lodged a report with the police in this regard. It was for this reason that he could not file the statement of affairs. The other accused stated that Mr. Anil Saini, accused No. 1, was the managing director of the company and that he had in his possession the books of the company and it was he who had to file the statement of affairs, Accused No. 6 also stated that he became a shareholder in the company in June, 1990, and had never been its director and, therefore, it was not for him to file any statement of affairs.
(3.) THE prosecution in support of its case produced the official liquidator as CW -1 and a dealing assistant from the office of the Registrar of Companies, Jalandhar, was produced as CW -2, The official liquidator stated that soon after the receipt of the winding up order he issued notices to the accused who, according to him, were the ex -directors of the company. The notices were sent on April 16, 1991, and exhibit CW -1/1 is a copy of the said notice. He further stated that despite these notices the accused did not file the statement of affairs. According to this witness, the accused never sought extension of time for filing the said statement nor have they shown any cause for not filing the same. He admitted in his cross -examination that the notices sent to the accused came back undelivered. CW -2, the dealing assistant from the office of the Registrar of Companies, Jalandhar, brought with him the summoned record and named the six founder -directors of the company at the time of its incorporation, He also placed on record copies of Form No. 32 indicating the changes that were brought about in the board of directors of the company from time to time. Exhibit CW -2/1 to exhibit CW -2/11 are these forms. This is all the evidence that has been produced by the prosecution. From a reading of the statements of the two witnesses and after perusing the documents produced by them the following facts stand established : (i) That the official liquidator sent registered notices to the accused for filing a statement of affairs but these notices were received back undelivered and the accused were never served. (ii) The accused were directors of the company for the period mentioned hereinbelow : (a) Mr. Anil Saini was the managing director right from the inception of the company till the date of its winding up. (b) Mrs. Inderjit Ghuman, Shri Bhupinder Singh Cheema and Shri Madan Mohan Saini were the directors of the company from March 1, 1985, up to March 1, 1990 ; (c) Capt. Deepak Saini was the director of the company from March 1, 1985, up to June 29, 1987 ; (d) Mr. Kulwant Singh Pawar was an additional director from March 1, 1990, till the date of winding up ; (e) Mr. Bikram Singh Uppal was a director of the company from March 15, 1990, till the winding up of the company. ;