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Issues: Whether former directors who had resigned long before the winding-up order could still be called upon under section 454(2)(a) of the Companies Act, 1956 to submit the statement of affairs, and whether their practical inability to prepare and file the statement had to be considered before directing compliance.
Analysis: Section 454(2) classifies persons who may be required to verify and submit the statement of affairs under distinct heads. The words in clause (a), covering persons who are or have been officers of the company, are broader than clauses (b) to (d), which expressly contain a one-year limitation. On a plain reading, the restriction found in the later clauses cannot be imported into clause (a). Since a director is an officer within section 2(30), a person who has been a director may still fall within clause (a). At the same time, section 454(1) leaves the matter to the court's discretion, so the court must consider whether the person directed to file the statement is actually capable of doing so in the circumstances of the case.
Conclusion: Former directors were liable to be called upon under section 454(2)(a), but the impugned direction could not stand without consideration of their inability to comply.
Final Conclusion: The liability issue was answered against the appellants, but the matter was sent back for reconsideration of their capacity to furnish the statement of affairs, so the appellate relief was only partial.
Ratio Decidendi: Under section 454(2)(a) of the Companies Act, 1956, former directors remain within the class of persons who may be required to submit the statement of affairs, and the period limitation in clauses (b) to (d) cannot be read into clause (a); however, the court must exercise its discretion by considering whether compliance is practically possible.
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