N.L.TIBREWAL, J. - (1.) IN this petition, under Section 482 of the Criminal Procedure Code, the petitioners challenge the Criminal Complaint No. 47 of 1991, pending against them, before the Special Court of the Judicial Magistrate (Economic Offences), Rajasthan, Jaipur, for the offence under Section 220 of the Companies Act, 1956 (for short 'the Companies Act'). At the relevant time, all the four petitioners are said to be the directors of Pratap Rajasthan Copper Foils and Laminates Ltd., incorporated under the Companies Act. Mr. P.C. Maheshwari was the managing director of the said company.
(2.) THE non -petitioner, i.e., Registrar of Companies, Rajasthan, Jaipur, filed a complaint under Section 220(3) of the Companies Act for committing default in complying with the requirements of Sub -sections (1) and (2) of Section 220. Sub -sections (1) and (2) require three copies of balance -sheet, etc., to be filed with the Registrar, within the stipulated time mentioned therein. Sub -section (3) provides punishment for the default and it reads as under: '(3) If default is made in complying with the requirements of Sub -sections (1) and (2), the company, and every officer of the company who is in default, shall be liable to the like punishment as is provided by Section 162 for a default in complying with the provisions of Section 159, 160 or 161.' A bare perusal of the aforesaid provision makes it clear that for non -compliance with the requirements of Sub -sections (1) and (2) of Section 220, the company and every officer of the company, who is in default, is liable to punishment. Section 5 of the Act defines officer who is in default and it provides as under : '5. Meaning of 'officer who is in default'. - -For the purpose of any provision in this Act which enacts that an officer of the company who is in default shall be liable to any punishment or penalty, whether by wayof imprisonment, fine or otherwise, the expression 'officer who is in default' means all the following officers of the company, namely : - - (a) the managing director or managing directors ; (b) the whole -time director or whole -time directors ; (c) the manager ; (d) the secretary ; (e) any person in accordance with whose directions or instructions the board of directors of the company is accustomed to act ; (f) any person charged by the board with the responsibility of complying with that provision : Provided that the person so charged has given his consent in this behalf to the board. (g) where any company does not have any of the officers specified in Clauses (a) to (c), any director or directors who may be specified by the board in this behalf or where no director is so specified, all the directors : Provided that where the board exercises any powers under Clause (f) or Clause (g), it shall, within thirty days of the exercise of such powers, file with the Registrar a return in the prescribed form.'
(3.) THE above definition of 'officer in default', makes it clear that a director or directors of the company fall within the said definition if : - -(1) the company does not have any of the officers specified in Clause (a) to Clause (c), i.e., the managing director or the managing directors : the whole -time director or the wholetime directors ; and the manager. Admittedly, in the present case, Mr. P.C. Maheshwari was the managing director of the company, at the relevant time. Therefore, the petitioners, who were directors, at the relevant time, did not fall within the expression 'officer in default' and they could not be held liable criminally, for the default in complying with the requirements of Sub -sections (1) and (2) of Section 220 of the Companies Act.;