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<h1>Rajasthan High Court: Directors Not Liable Under Penal Provisions if Managing Director Exists, per Companies Act Section 5.</h1> The circular addresses the interpretation of 'officer who is in default' under Section 5 of the Companies Act, 1956, following a Rajasthan High Court judgment. It clarifies that directors can only be prosecuted under penal provisions if there are no managing directors, whole-time directors, or managers. The case involved directors of Pratap Rajasthan Copper Foils & Laminates Ltd., where the managing director was held accountable for defaults under Section 220, not the ordinary directors. The complaint against the directors was quashed, but proceedings continued against the company and the managing director.