Director change notice timing must be prescribed by law before default can be treated as an offence

Failure to file notice of a change among directors within the time mentioned in the form did not constitute an offence under Section 87 of the Companies Act. The statutory provision required notice of changes in directors, but it did not prescribe any fixed filing period, and the foot-note in the form used only the permissive word "should". In the absence of a prescribed time limit, default could not be treated as arising automatically from a director's resignation.

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Issues: Whether failure to file notice of change among directors within the time indicated in the form amounted to an offence under Section 87 of the Companies Act.

Analysis: The section required a company to file notice of any change among its directors, but it did not prescribe any fixed time within which the notice had to be given. The only time reference appeared in a foot-note to the form, which used the word "should" and not a mandatory expression. In the absence of a prescribed period, it was not possible to say when default under the section began, and the company could not be treated as in default from the moment of a director's resignation.

Conclusion: No offence under Section 87 of the Companies Act was made out against the petitioners.

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