Statutory limits on liquidation applications and criminal punishment under section 542 cannot be expanded by implication.

Sections 542 and 543 of the Companies Act, 1956 were confined to applications by the Official Liquidator, liquidator, creditor or contributory, so an administrator appointed in liquidation proceedings could not maintain such an application absent statutory authority. The court also clarified that section 542(3) creates criminal liability, but the company judge/Tribunal cannot directly impose imprisonment or fine; it may only make the requisite declaration and leave criminal prosecution to the competent court through the proper statutory channel. The decision applies the plain meaning of the provision and rejects any expansion of the remedy by implication.

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Issues: (i) Whether the administrator appointed by the court in liquidation proceedings could maintain an application under sections 542 and 543 of the Companies Act, 1956. (ii) Whether the company judge had jurisdiction under section 542 of the Companies Act, 1956 to impose punishment for the criminal offence contemplated therein.

Issue (i): Whether the administrator appointed by the court in liquidation proceedings could maintain an application under sections 542 and 543 of the Companies Act, 1956.

Analysis: The application under sections 542 and 543 was expressly maintainable only at the instance of the Official Liquidator, liquidator, creditor, or contributory. The administrator was not shown to have been empowered by the Official Liquidator to act on his behalf, and prior practice could not confer jurisdiction where the statute did not grant it. The rule against supplying a casus omissus applied, as the statutory language was plain and unambiguous.

Conclusion: The administrator could not maintain the application under sections 542 and 543 of the Companies Act, 1956.

Issue (ii): Whether the company judge had jurisdiction under section 542 of the Companies Act, 1956 to impose punishment for the criminal offence contemplated therein.

Analysis: Section 542(3) creates criminal liability, but the scheme of the provision shows that the company judge/Tribunal may make the declaration and, if necessary, permit the Official Liquidator or liquidator to move the competent criminal court. Punishment by imprisonment or fine cannot be directly imposed by the company judge/Tribunal under that sub-section.

Conclusion: The company judge had no jurisdiction to impose punishment directly under section 542(3) of the Companies Act, 1956.

Final Conclusion: The impugned order was unsustainable and the appeals succeeded, while leaving open the right of the Official Liquidator, liquidator, creditor, or contributory to initiate proceedings in accordance with law.

Ratio Decidendi: Where a statute expressly limits the class of persons entitled to apply and provides a distinct criminal process, the court cannot enlarge the statutory remedy by implication or directly assume criminal sentencing power.

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