Director Liability for Non-Filing Statement of Affairs under Companies Act, 1956: Clarity on Winding-Up Order

The High Court of Punjab & Haryana held that all directors, including nominee directors, are liable for not filing a statement of affairs under section 454(5) of the Companies Act, 1956. The court clarified that liability arises only if the individual held the directorial status on the date of the winding-up order. Directors who resigned or were removed before the winding up were absolved from liability. However, directors without conclusive evidence of their status were directed to provide supporting documents for assessment. The judgment emphasized equal accountability for compliance with the Act's provisions among all directors.

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Issues:
1. Whether a complaint could be filed against nominee directors for not filing a statement of affairs as required under section 454(5) of the Companies Act, 1956.

Analysis:
The judgment by the High Court of Punjab & Haryana dealt with the issue of whether a complaint could be filed against nominee directors for failing to file a statement of affairs under section 454(5) of the Companies Act, 1956. The case involved Rama Fibres Ltd., which had been ordered to be wound up, and the Official Liquidator had filed a complaint under section 454(5) against ex-directors for not submitting the required statement. The main contention was whether nominee directors could be prosecuted in such cases.

The Court referred to the definition of 'director' under section 2(13) of the Act, which includes any person occupying the position of director, irrespective of the title. It highlighted that section 454(2) mandates that the statement of affairs must be submitted and verified by persons who were directors at the relevant date of winding up. The judgment emphasized that the law does not differentiate between nominated directors and other directors, holding all accountable for compliance.

Furthermore, the Court cited the case of C.R.E. Wood Co. (P.) Ltd. v. Sardar Iqbal Singh, where it was established that liability under section 454(5) arises only if the individual held the directorial status on the date of the winding-up order. The judgment clarified that merely being a director in the past does not automatically render one liable under this section.

In the specific instances of respondent directors, the Court examined their status concerning the date of winding up. Respondent No. 9 had resigned before the winding up, and respondent No. 5 had been removed earlier, absolving them from liability. However, for respondents 6, 7, and 8, lacking conclusive evidence of their directorial status at the relevant date, the Court directed them to provide supporting documents with an affidavit to determine their liability.

In conclusion, the judgment established that all directors, including nominee directors, are obligated to comply with the provisions of section 454(5) of the Companies Act, 1956. It clarified the criteria for liability under the section and directed individual assessments based on the director's status at the time of winding up.

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