Ex-directors are obligated to file the statement of affairs under s. 454 of the Companies Act, 1956, and failure to do so may result in penal proceedings.

CHANDRAKANTARAJ URS, J.

( 1 ) THIS matter arises out of the report filed by the official liquidator attached to this court in o. L. R. No. 171 of 1982, made in Company Petition No. 7 of 1981.

( 2 ) IN the report under consideration, the official liquidator has prayed of directions as to whether he should file a criminal complaint under s. 454 (5a) of the Companies Act, 1956 (hereinafter referred to as "the Act"), against the ex-directors of the company mentioned in para. 3 of the report for non-compliance with the requirements of s. 454 (1) of the Act. The persons mentioned in para. 3 of the report and described as directors are : 1. Sri D. L. Batcheler, 15-A, Perring Avenue, farm Borough, Hants, hampshire, england, U. K. 2. Sri G. Basappa, s/o. Karibasappa, landlord, poddamgadi, mayakonda Post.

( 3 ) SRI K. S. Chandrappa, s/o. K. S. Mahadevappa, kasipura Village, davanagere Taluk. 3. The facts which are required to be stated and extracted in the report under consideration are as follows :

( 4 ) IN Company Petition No. 7 of 1981, this court by an order date April 15, 1981, directed winding up M/s. Myleaf Tobacco Development Co. P. Ltd. on a creditor's petition. That order was made ex parte the respondent company or any other creditors, after due publication in the newspaper of the filing of the petition for winding up. The winding up order was received by the official liquidator on April 28, 1982. In pursuance of the provisions contained in s. 454 of the act, the ex-directors of the company in liquidation were required to submit to the official liquidator a statement of the affairs of the company in the prescribed from verified by an affidavit and containing the required particulars. The statement ought to have been filed within 21 days from the date of the winding up order or within such extended time not exceeding three months from that date as the official liquidator or the court may, for the reasons specified, appoint. Notices came to be issued by the official liquidator to the three directors on May 10, 1982, requiring them to submit the statement of affairs. Notices issued to D. L. Batcheler at his local address at Bangalore and to G. Basappa were returned undelivered, while K. S. Chandrappa acknowledged the notice. On August 19, 1982, D. L. Batcheler was notified at his address in the united Kingdom. That notice was received by him; but he did not send any reply to the aforementioned notice. However, the notices issued to G. Basappa and K. S. Chandrappa resulted in a communication from M/s. Jayaram and Jayaram, Advocates, Bangalore, dated June 1, 1982, by which the said Basappa and Chandrappa informed the official liquidator that they were under no obligation or duty to file a statement as they were no longer the directors of the company. But, they however, offered to gather whatever information was still available and place the same before the court and for that purpose they would require some time. The official liquidator informed the advocates as well as the ex-directors who are residents in India that their request for extension of time for filing statement of affairs could not be considered as they did not mention any specified period for which the extension was required. Their attention was also invited to the provisions of s. 454 (2) (a) of the Act under which there was an obligation to file the statement of affairs with the official liquidator not only on the continuing officers of the company but also on the officers who were in charge of the company. It is further to be noticed that one of the ex-directors, G. Basappa, had given a written statement to the representative of the official liquidator on June 18, 1982, stating that he was only a nominal director and he was not in charge of the affairs of the company. Similarly, the other director, K. S. Chandrappa. Also gave a written statement on July 22, 1982, stating that he was not aware of the company and that d. L. Batcheler was looking after the affairs o

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