Officer who is in default: prosecutions should target managing directors or managers and the company, not ordinary directors when managers exist. The circular endorses the Rajasthan High Court interpretation that when a company has a managing director, whole time director or manager, prosecutions for statutory defaults under the Companies Act should be instituted against those managerial officers (and the secretary, if any) and the company; ordinary directors fall within the definition of 'officer who is in default' only where none of those managerial officers exist and the Board has not specified particular directors (or where it has specified directors, after filing the prescribed return).