Directors' change notice and delayed-filing fee are distinct statutory obligations; annual return disclosure does not cure default.

A company's obligation to notify a change in directors was treated as a separate statutory duty from filing the annual return, so disclosure in the annual return did not cure non-compliance with the distinct notice requirement and liability under the penal provision remained. An additional fee for delayed filing was characterised as a revenue charge, not a criminal penalty, so article 20(1) of the Constitution was not attracted. That fee could also be levied where the filing occurred after the provision came into force, even if the underlying default arose earlier, because the charge attached to the later presentation for registration.

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Issues: (i) whether furnishing the change in directors along with the annual return under section 159 absolved the company from the separate obligation to notify the change under section 303(2); (ii) whether the additional fee demanded under section 611(2) was a penalty so as to attract article 20(1) of the Constitution of India; (iii) whether the additional fee could be levied when the default occurred before section 611(2) came into force.

Issue (i): whether furnishing the change in directors along with the annual return under section 159 absolved the company from the separate obligation to notify the change under section 303(2).

Analysis: The obligation to file the annual return and the obligation to file a duplicate return of change in directors are distinct statutory duties. Compliance with the annual return requirement does not satisfy the separate requirement of notifying the change in the prescribed form within twenty-eight days. The definition of "officer who is in default" and the penal consequence under section 303(3) reinforce that the breach is independently punishable.

Conclusion: The company remained liable for non-compliance under section 303(3); this contention failed.

Issue (ii): whether the additional fee demanded under section 611(2) was a penalty so as to attract article 20(1) of the Constitution of India.

Analysis: Section 611 is a revenue charging provision dealing with fees payable to the Registrar and authorising an additional fee for delayed filing. The demand is not a prosecution or punishment by a court for an offence. Article 20(1) applies to penal liability imposed by criminal process and not to a statutory revenue demand of this nature.

Conclusion: The additional fee under section 611(2) was not a penalty and article 20(1) was not attracted.

Issue (iii): whether the additional fee could be levied when the default occurred before section 611(2) came into force.

Analysis: The liability to pay the additional fee arose when the document was presented for registration after the provision had come into force. The relevant event for the demand was the filing after commencement, not the earlier default alone. The section authorised delayed filing on payment of the prescribed additional fee.

Conclusion: The additional fee was lawfully leviable on the date of filing; this contention failed.

Final Conclusion: The revision was devoid of merit because the prosecution for breach of the director-notification requirement stood independently of the later fee demand, and the fee demand itself was a valid revenue exaction rather than a constitutional penalty.

Ratio Decidendi: A statutory obligation to notify a change in company directors is independent of the obligation to file annual returns, and an additional fee authorised for delayed filing is a revenue charge, not a penal sanction, so article 20(1) does not apply.

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