Statement of affairs under company law can be required from former directors; procedural rules do not narrow statutory power.

Section 454 of the Companies Act, 1956 empowers the official liquidator, under court direction, to require former directors and other past officers to submit and verify a statement of affairs, and Rule 125 of the Companies (Court) Rules, 1959 does not curtail that statutory power. The phrase "have been officers" in section 454(2)(a) is broad enough to include persons who held office at any time, not only those in office immediately before the relevant date. The time-limit in section 454(3) and the penal consequence in section 454(5) apply only to the category bound to file without requisition, and do not limit liability where the statement is required on requisition from the official liquidator.

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Issues: (i) Whether the official liquidator and the court could require former directors to submit a statement of affairs under section 454 of the Companies Act, 1956, notwithstanding Rule 125 of the Companies (Court) Rules, 1959. (ii) Whether directors who ceased to hold office before the relevant date could still be treated as persons who "have been officers" of the company under section 454(2)(a) of the Companies Act, 1956. (iii) Whether the time-limit and penal consequences in section 454(3) and section 454(5) apply to such former directors.

Issue (i): Whether the official liquidator and the court could require former directors to submit a statement of affairs under section 454 of the Companies Act, 1956, notwithstanding Rule 125 of the Companies (Court) Rules, 1959.

Analysis: Section 454(2) obliges persons who were directors on the relevant date to submit and verify the statement of affairs, and also empowers the official liquidator, subject to the court's direction, to require the persons mentioned in clauses (a) to (d) to do so. Section 451 supports the liquidator's duty to perform tasks imposed by the court. Rule 125 is a procedural provision enabling the liquidator to seek a court order where he considers a person liable to furnish the statement; it does not cut down the statutory power of the liquidator under section 454(2) or the court's power to direct him. At that stage, no prior hearing of the person required to submit the statement is necessary.

Conclusion: The requirement to file the statement of affairs was valid and Rule 125 did not invalidate it.

Issue (ii): Whether directors who ceased to hold office before the relevant date could still be treated as persons who "have been officers" of the company under section 454(2)(a) of the Companies Act, 1956.

Analysis: The expression "have been" in clause (a) is used to denote a past status at any time, not merely an office held immediately before the relevant date. Unlike clauses (b) to (d), clause (a) does not confine the class to a specified prior period. In the setting of section 454(2), the clause is wide enough to include any person who at some time was an officer of the company, including former directors.

Conclusion: Former directors remained within the class of persons liable under section 454(2)(a).

Issue (iii): Whether the time-limit and penal consequences in section 454(3) and section 454(5) apply to such former directors.

Analysis: Section 454(3) proceeds on the footing that the obligation to file the statement arises on the relevant date only for those persons who are bound to submit it without requisition. It therefore governs only that category and not persons who become liable only after a requisition by the official liquidator. The penal consequence in section 454(5) follows the same scheme and does not alter that distinction.

Conclusion: The time-limit and penalty provision did not restrict the liability of former directors who were required to submit the statement on requisition.

Final Conclusion: The former directors were lawfully called upon to furnish the statement of affairs, and their challenge to the notices and the court's direction failed.

Ratio Decidendi: Under section 454 of the Companies Act, 1956, the class of persons who "have been officers" includes former officers at any time, and Rule 125 of the Companies (Court) Rules, 1959 does not restrict the official liquidator's statutory power or the court's supervisory direction to require a statement of affairs.

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