Change among Directors: Re-election of same individuals is not a notifiable change; penalty attaches to default itself under section 87(2).

Section 87(2) requires notification of any change among directors and maintenance of a directors register; the statutory term "change" is given its plain meaning so that re-election of the same individuals does not constitute a notifiable change and therefore no filing was required. The statutory penalty for failure to notify attaches to the default itself; wilfulness is not a necessary element for imposing the prescribed penalty unless the statute expressly conditions liability on wilfulness. On those bases the convictions and sentences grounded on failure to notify re-elections were set aside.

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Issues: (i) Whether the re-election of the same directors at an annual general meeting constitutes a "change" among directors requiring notification under section 87(2) of the Indian Companies Act; (ii) Whether wilfulness of the default is a necessary ingredient for imposing the statutory penalty for failure to notify under section 87(2).

Issue (i): Whether re-election of the same directors amounts to a change among directors under section 87(2) of the Indian Companies Act.

Analysis: Section 87(2) requires a company to maintain a register of directors and to send a prescribed return and notification of any change among its directors within specified periods. The ordinary dictionary meaning of the word "change" is to alter or make different. The legislative form prescribing a "date of appointment" does not override the specific statutory language which distinguishes between the appointment of first directors and notifications of subsequent changes. A prescribed form cannot expand or modify the clear textual requirement of the section.

Conclusion: Re-election of the same persons as directors does not constitute a "change" among directors for the purposes of section 87(2); no notification was required in such circumstances.

Issue (ii): Whether the default must be wilful for penalties under section 87(2) to apply.

Analysis: The statutory scheme prescribes penalties for default in performing the duties mandated by the section. Where a statute imposes a duty and provides penalties for default, the existence of default itself suffices for liability under the provision and the question of wilfulness is immaterial to the imposition of the prescribed penalty unless the statute explicitly conditions liability on wilfulness.

Conclusion: Wilfulness of the default is not a necessary element for imposition of the statutory penalty under section 87(2); liability follows from the default itself.

Final Conclusion: The references are accepted; the convictions and sentences based on failure to notify under section 87(2) are set aside because the re-elections did not constitute a notifiable change and, on the facts, the statutory penalty regime does not require proof of wilfulness.

Ratio Decidendi: The statutory term "change" in section 87(2) must be given its plain meaning so that re-election of the same individuals is not a notifiable change, and statutory penalties for failure to comply with notification requirements attach to the default itself without requiring proof of wilfulness.

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