Officer in default under Companies Act does not extend to directors where a managing director exists.

Section 220(3) of the Companies Act, 1956 fastens liability for filing defaults on the company and every officer in default, but section 5 confines "officer who is in default" to directors only where the company has no managing director, whole-time director or manager. Where the company admittedly had a managing director, ordinary directors did not fall within that expression, so criminal liability for non-compliance with section 220 was not made out against them. On that basis, the complaint against the directors was stated to disclose no offence on its face and was liable to be quashed as an abuse of process.

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Issues: Whether the petitioners, being directors of a company that had a managing director, could be treated as "officers in default" and held criminally liable for non-compliance with filing requirements under section 220 of the Companies Act, 1956, and whether the complaint deserved to be quashed under section 482 of the Code of Criminal Procedure, 1973.

Analysis: Section 220(3) fastens liability for default in complying with sub-sections (1) and (2) of section 220 on the company and every officer of the company who is in default. Section 5 defines "officer who is in default" and places directors within that expression only where the company does not have the officers specified in clauses (a) to (c), namely, the managing director, whole-time director, or manager. On the admitted facts, the company had a managing director at the relevant time. The petitioners, being only directors, therefore did not fall within the statutory expression "officer who is in default" and the complaint, on its face, did not disclose criminal liability against them.

Conclusion: The petitioners were not liable under section 220 for the alleged default, and the complaint and criminal proceedings against them were liable to be quashed as an abuse of process.

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