ASSISTANT REGISTRAR OF COMPANIES Vs. SOUTHERN MACHINERY WORKS LIMITED

JUDGEMENT

(1.) This batch of revision petitions arises out of a common order passed by the learned Third Metropolitan Magistrate, Madras, upholding the preliminary objections with regard to the maintainability of the complaints and dismissing the complaints filed by the Assistant Registrar of Companies against several companies and the directors of those companies under section 162 of the Companies Act, 1956, 1956, hereinafter referred to as "the Act", for failure to file the annual return and certificate under section 161 of the Act and failure to file the balance-sheets, etc., as provided under section 220 of the Act. A preliminary objection has been taken in all the petitions under revision on behalf of the companies and the directors that the prosecution cannot be launched against all the directors for failure to comply with any provision of the Act but should be filed only against the company and those directors who are in default as defined under the Act, and since the complainant has mechanically stated that

(2.) The term "officer" is defined under section 2(30) as including any director, managing agent, secretaries and treasurers, manager or secretary, or any person in accordance with whose directions or instructions the board of directors or any one or more of the directors is or are accustomed to act. Thus, the term "officer" includes any director of the company besides others. The term "officer who is in default" has been defined in section 5 as any officer of the company who is knowingly guilty of the default, noncompliance, failure, refusal or contravention mentioned in the provisions of the Act or who knowingly and wilfully authorises or permits such default, non-compliance, failure, refusal or contravention.A reading of the various provisions of the Act mentioned above would make it clear that for failure to comply with the relevant provisions of the Act, besides the company, any officer of the company, who includes a director, who is knowingly guilty of the default, is liable to be punished under section 162 of the Act.

(3.) In Ajit Kumar Sarkar v. Assistant Registrar of Companies it has been observed by the Calcutta High Court at page 920 as follows :