Relief against director penalties may be granted for summary fines, but repayment claims require shareholder or creditor evidence.

Section 372 permits the Court to relieve officers or directors from penal liability and to entertain precautionary applications by directors who apprehend claims; it extends to summary penalty proceedings and to misfeasance or repayment claims but must be exercised with caution because summary fines may serve the public fisc while repayment claims benefit shareholders or creditors. On the facts, relief was appropriate for the daily penal liability for acting unqualified, but refusal of relief as to repayment of remuneration was required in the absence of evidence about shareholder or creditor interests.

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Issues: (i) Whether Section 372 of the Companies Act, 1929 confers power to relieve an officer or director against penalties or claims arising under the Act (including fines under Section 141 and actions for misfeasance under Section 275 and orders under Section 276); (ii) Whether, on the facts, the petitioner should be relieved from liability for the daily penalty under Section 141 and from any liability to repay remuneration received while unqualified.

Issue (i): Whether Section 372, Companies Act, 1929 applies to proceedings for penalties under Section 141 and to proceedings for misfeasance or claims under Section 276, and whether subsection (2) permits an apprehensive director to seek the same relief as if proceedings had already been instituted.

Analysis: Section 372(1) extends to proceedings against officers including those under Section 275 and to summary jurisdiction proceedings imposing fines or penalties under provisions such as Section 141; Sections 365-367 govern fines and their application. Section 372(2) permits a director who apprehends a claim to apply for relief and grants the Court the same power to relieve as if proceedings for negligence, default, breach of duty or trust had been brought. The statutory scheme distinguishes summary penalty proceedings (where fines may go to the Exchequer) from claims by the company or liquidator under Section 276 (where sums benefit shareholders or creditors), and Section 372(2) does not specify the parties or circumstances in which relief should be granted, requiring cautious exercise of jurisdiction.

Conclusion: Section 372 of the Companies Act, 1929 applies to both summary penalty proceedings and to proceedings for misfeasance or claims under Section 276, and subsection (2) permits a director to seek relief by application; however, the Court must exercise that jurisdiction with care given differing interests of shareholders, creditors and the public fisc.

Issue (ii): Whether the petitioner should be relieved from (a) the daily penalty under Section 141 for acting as a director without qualification shares and (b) any liability to repay remuneration received while de jure unqualified.

Analysis: The petition facts show honest and reasonable conduct with only limited negligence in failing to ascertain the articles' qualification requirement; the negligence was not serious. Relief under Section 372(1) is appropriate for penal liabilities of the type imposed by Section 141. By contrast, relief under Section 372(2) which would affect claims for repayment to the company requires evidence of the views of shareholders or other interested persons where the company is solvent, since such sums would benefit shareholders or creditors and the Court should not preclude company or liquidator proceedings without such information.

Conclusion: Relief is granted to the petitioner wholly in respect of the daily penal liability under Section 141; relief is refused in respect of any claim for repayment of remuneration received while unqualified.

Final Conclusion: The Court construes Section 372 as empowering relief both against summary penalties and against claims related to misfeasance but exercises that power to relieve from penal fines on the facts while withholding relief as to repayment claims in the absence of evidence about the interests of shareholders or creditors.

Ratio Decidendi: Section 372 of the Companies Act, 1929 grants the Court power to relieve officers or directors from penal liability and to entertain precautionary applications by apprehensive directors, but the exercise of that power in relation to claims affecting company assets must be undertaken cautiously and requires evidence of the interests of shareholders or creditors.

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