Company notification duty under section 87 requires timely Registrar updates; company may be liable even without officer knowledge.

A company has a statutory duty to notify the Registrar of changes in its directors or register particulars within the prescribed period under section 87(2); the article explains that the penalty regime in section 87(4) attaches liability to the company itself and that the phrase "who is knowingly and wilfully in default" qualifies officers, not the corporate entity. The company must proactively maintain and verify its records and cannot escape liability by asserting lack of internal knowledge; consequently the prior acquittal is set aside and the company is held liable and fined for failing to notify.

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Issues: Whether a company is criminally liable under section 87(2) and section 87(4) of the Indian Companies Act for failing to notify the Registrar of a change in a director's other directorships within fourteen days, even where no officer of the company is shown to have had knowledge of the change.

Analysis: Section 87(2) imposes on the company a duty to send a prescribed notification to the Registrar of any change among its directors or in particulars contained in the register, within the specified period. Section 87(4) prescribes penalty for default and makes the company liable for every default; the qualifying words "who is knowingly and wilfully in default" refer to officers of the company and not to the company itself. The statutory scheme does not distinguish between facts apparent from the company's records and facts only known to the director; the company must take steps to remain aware of changes it is required to notify. Requiring proof of knowledge or wilful default on the part of the company would defeat the enforcement of the statutory duty and encourage neglect in maintaining registers.

Conclusion: The acquittal of the company is set aside. The company is convicted for failing to notify the Registrar as required by section 87(2) and sentenced to pay a fine of Rs. 25.

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