Director held liable for company non-compliance, revisions dismissed, notice issue factual for trial.

The court dismissed the revisions, upholding the lower court's order that Smt. Seethalakshmi, as a director, was liable for the company's non-compliance with statutory requirements. The court rejected her argument that no notice was served on her, stating it was a factual issue for trial. The contention of being singled out was dismissed as the other director was untraceable, making her the responsible director for compliance. Consequently, the revisions were dismissed, affirming the lower court's orders.

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Issues Involved:
1. Non-filing of annual returns by the company and its directors under Sections 159 and 162 of the Companies Act, 1956.
2. Non-filing of balance sheet and profit and loss account under Section 220 read with Section 162 of the Companies Act, 1956.
3. Impleading of Smt. Seethalakshmi as an accused after the death of her husband, the managing director.
4. Application for discharge by Smt. Seethalakshmi under Section 204 of the Code of Criminal Procedure.

Detailed Analysis:

Issue 1: Non-filing of Annual Returns (Sections 159 and 162)
The complaint filed by the Registrar of Companies alleged that South India Oil Complex Limited and its managing director failed to file the annual return for the years 1991 and 1992 within the prescribed period. The annual general meetings should have been held by 30-9-1991 and 30-9-1992, respectively, and the returns should have been filed by 28-11-1991 and 28-11-1992. Despite notices being issued, the returns were not filed, thus contravening Section 159. The company and every officer in default were liable for a fine of Rs. 50 for each day of default.

Issue 2: Non-filing of Balance Sheet and Profit and Loss Account (Section 220 read with Section 162)
The Registrar of Companies also filed complaints for the years 1991 and 1992 under Section 220 read with Section 162. The company was required to lay the balance sheet and profit and loss account before the annual general meeting and file three copies with the Registrar within 30 days. The company failed to do so for both years, despite notices being issued. This non-compliance made the company and its officers liable for penalties under Section 162.

Issue 3: Impleading of Smt. Seethalakshmi as an Accused
Upon the death of the managing director, K.K. Kunchi Krishna Poduval, his wife Smt. Seethalakshmi was impleaded as an accused. She filed an application for discharge under Section 204 of the Code of Criminal Procedure, arguing that she was not the managing director during the relevant period and had not received notice. The Sub-Divisional Magistrate dismissed her application, leading to the revision cases.

Issue 4: Application for Discharge by Smt. Seethalakshmi
The petitioner contended that she was not the managing director and thus should not be proceeded against. However, the court noted that she admitted to being a director during the relevant period. Under Section 159, the company and its directors are obligated to file returns, and Section 5 of the Companies Act includes directors as officers in default. The court held that a director is liable for non-compliance with Sections 159 and 220, and the death of the managing director does not absolve other directors of their responsibilities.

Court's Conclusion:
The court dismissed the revisions, confirming the lower court's order. It held that Smt. Seethalakshmi, as a director, was liable for the company's non-compliance with statutory requirements. The contention that no notice was served on her was rejected as a factual issue to be determined at trial. The argument that she was singled out was also dismissed, as the other director could not be traced, and she was the available director responsible for compliance. The revisions were thus dismissed, and the orders of the lower court were upheld.

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