A former director cannot be held criminally liable for non-furnishing information after leaving the company if the notice pertains to actions post-departure.

O R D E R

The petitioner is the ninth accused in S.T.No.248/2018 on the files of the Additional Chief Judicial Magistrate Court (Economic Offences), Ernakulam, a case which arose out of a complaint filed by the Registrar of Companies, Kerala, alleging the commission of offence under Sections 207 (3) read with Section 207 (4) of the Companies Act, 2013 (in short, ‘Act’).

2. The allegation in the aforesaid complaint is that, despite the issuance of notice under Section 206(4) of the Act, the required information and documents were not furnished by the accused Nos.1 to 10. For the above reason, the Registrar of Companies had instituted the complaint against 10 persons for the alleged violation of non-furnishing of the required information and documents.

3. It is made clear by the Registrar of Companies, in paragraph No.2 of the complaint, that the petitioner herein, who is accused No.9 in the complaint, was appointed as the Additional Director of the Company on 03.04.2013, and that he continued in the Board till 25.01.2014. The alleged violation on the part of the accused is said to have happened on 22.05.2017, and afterwards, when the accused are said to have failed to furnish the required information and documents in accordance with the notice under Section 206(4) of the Act.

4. Heard the learned counsel for the petitioner and the learned Central Government Counsel representing the first respondent.

5. The learned counsel for the petitioner argued that the petitioner cannot be mulcted with the liability alleged in this complaint, since he ceased to be a Director of the Company three years prior to the date of notice issued by the Registrar of Companies under Section 206(4) of the Act. It is further pointed out by the learned counsel for the petitioner, by referring to paragraph No.6 of the complaint, that even the complainant admits the fact that the petitioner promptly attended the office of Registrar of the Companies as required by the notice issued on 19.12.2017. Thus, it is pointed out that the complaint does not disclose any offence as against the petitioner herein, since he cannot be expected to get the records of the company in the year 2017, after he left the said company three years prior to it.

6. The learned Central Government Counsel representing the respondent submitted that the Registrar of Companies issued a notice in connection with the allegation about non-refund of money to an investor of the company, which related back to the year 2013, and hence the petitioner cannot evade the liability to furnish the information as required by the Registrar of Companies.

7. It is true that the Registrar of Companies had initiated proceedings consequent to a complaint received from one of the investors of the company in connection with certain issues which took place during the year 2013. But, that cannot be a reason to fasten the petitioner herein with criminal liability under Section 207 (4) of the Act, since he cannot be expected to furnish the relevant records and registers of the company after leaving the services of the company in the year 2013. True that the petitioner is bound to furnish information, which are within his knowledge, to the Registrar of Companies in compliance with the notice issued to him. On that score, it is pertinent to note that even the prosecution has no case that the petitioner did not attend the office of the Registrar of Companies in compliance with the notice issued to him. It seems that the crux of the allegation in the present complaint is the non-production of required documents which would throw light into the allegations pertaining to non-refund of money to a