Officer in default under Companies Act requires proof of knowing and wilful non-compliance, not mere directorship.

Liability under section 162 of the Companies Act, 1956 for failure to file the annual return under section 159 does not arise merely because a person is a director or other officer of the company. The prosecution must prove, with reference to section 5, that the accused was knowingly guilty of the default or knowingly and wilfully authorised or permitted the non-compliance. On the facts discussed, the evidence did not show that the company lacked a manager or secretary, nor that the petitioner knew the return was not filed in time. The inference that he authorised the default because his signature was not obtained could not be sustained, so criminal liability was not established.

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Issues: Whether the petitioner, assuming he was a director during the relevant period, was an "officer who is in default" and therefore liable to conviction under section 162 of the Companies Act, 1956 for non-filing of the annual return under section 159.

Analysis: Liability under section 162 does not attach to every officer of the company merely because a default under section 159 occurred. The prosecution had to establish, in the light of section 5 of the Companies Act, 1956, that the petitioner was knowingly guilty of the default or had knowingly and wilfully authorised or permitted the non-compliance. The return under section 161 could be signed by a director together with the manager or secretary, or in the relevant alternative mode provided by that provision. The evidence did not show that the company had no manager or secretary, nor did it establish that the petitioner knew that the return had not been filed in time. The supposed inference that the petitioner must have authorised the default because his signature was not obtained could not be sustained on the facts proved.

Conclusion: The petitioner was not proved to be an officer who was in default. The conviction and sentence under section 162 of the Companies Act, 1956 were unsustainable and are set aside in favour of the petitioner.

Final Conclusion: Criminal liability for failure to file the annual return could not be fastened on the petitioner absent proof of knowing default or wilful authorisation of the non-compliance.

Ratio Decidendi: For conviction under section 162 of the Companies Act, 1956, the prosecution must prove that the accused officer was knowingly guilty of the default or knowingly and wilfully authorised or permitted it; mere status as a director is insufficient.

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