Statement of affairs liability depends on valid demand, relevant office status, and access to company records.

A former director is liable for failure to file a statement of affairs only if the prosecution proves that he was within the class of persons on whom the duty arose or was validly required to furnish it, and that he had the necessary knowledge or access to the company's records to do so. The relevant date is the winding-up order, and persons who had ceased to hold office before that date were not automatically bound. On the facts, the accused were neither directors on the relevant date nor shown to be officers or former officers capable of complying, so the statutory ingredients of the offence were not established.

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Issues: (i) Whether the accused were directors, managers, secretaries or chief officers of the company on the relevant date so as to attract the statutory obligation to file the statement of affairs. (ii) Whether the accused fell within the wider category of officers or former officers who could be required by the official liquidator to submit the statement of affairs. (iii) Whether the prosecution proved that the accused had the necessary knowledge, possession of records, and absence of reasonable excuse for non-compliance. (iv) Whether the alleged default constituted an offence under the provision and warranted conviction.

Issue (i): Whether the accused were directors, managers, secretaries or chief officers of the company on the relevant date so as to attract the statutory obligation to file the statement of affairs.

Analysis: The relevant date for the purpose of the provision is the date of the winding up order. The evidence showed that both accused had ceased to be directors well before that date. The statutory obligation under the relevant sub-section applies automatically to persons holding the specified offices on the relevant date.

Conclusion: The accused were not within the first category of persons mandatorily bound to file the statement of affairs.

Issue (ii): Whether the accused fell within the wider category of officers or former officers who could be required by the official liquidator to submit the statement of affairs.

Analysis: The expression "officer" includes persons whose directions the board is accustomed to follow, as well as certain former officers and connected persons. There was no pleading or evidence that the board acted under the accused persons' directions. They also did not fall within the other enumerated classes as there was no material showing participation in the formation of the company or relevant employment within the statutory period.

Conclusion: The accused did not fall within the wider category of persons liable to be called upon to submit the statement of affairs on the facts proved.

Issue (iii): Whether the prosecution proved that the accused had the necessary knowledge, possession of records, and absence of reasonable excuse for non-compliance.

Analysis: Liability of former officers depends on their ability to furnish the required particulars, including access to books and intimate knowledge of the company's affairs. The record did not establish that the accused possessed the books, papers, or relevant knowledge needed to prepare the prescribed statement. The prosecution failed to discharge the burden of proving wilful default without reasonable excuse.

Conclusion: The prosecution failed to prove the requisite capability, knowledge, and absence of reasonable excuse.

Issue (iv): Whether the alleged default constituted an offence under the provision and warranted conviction.

Analysis: Since the accused were neither persons on whom the duty automatically arose nor persons shown to have been validly required and capable of filing the statement, the ingredients of the offence were not established.

Conclusion: No offence was made out.

Final Conclusion: The complaint failed on the essential statutory ingredients, and the accused were entitled to acquittal.

Ratio Decidendi: A former director can be proceeded against for failure to file a statement of affairs only if the prosecution establishes that he was validly required to do so and was in a position to furnish the prescribed particulars, including relevant knowledge or access to the company's records; absent such proof, criminal liability does not arise.

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