Home Case Index All Cases Companies Law Companies Law + Board Companies Law - 2017 (7) TMI Board This
Forgot password New User/ Regiser ⇒ Register to get Live Demo
2017 (7) TMI 1104 - Board - Companies LawVacation of the office under Section 283(g) of the Companies Act - nothing on record to suggest that Company Secretary was authorised to comply with the obligations relating to the deemed public issue - Held that:- We are concerned with the expression "officer who is in default" as defined under Section 5 of the Companies Act, 1956. Since the expression "officer in default" defined under Section 5 of the Companies Act, 1956 is not pari materia with that expression defined under the Negotiable Instruments Act, the Apex Court decision in the case of S.M.S. Pharmaceuticals Ltd. (2005 (9) TMI 304 - SUPREME COURT OF INDIA) would have no relevance to the fact of the present case. Relying on a master circular issued by the Ministry of Corporate Affairs on 29.7.2011 it was contended that in the present case, Since Mr. Jaykrushan Das was appointed as a Company Secretary by BREDL the said Company Secretary could be an officer in default for non compliance of Section 73(2). We see no merit in the above contention, because, there is nothing on record to suggest that Company Secretary was authorised to comply with the obligations relating to the deemed public issue. Hence the argument that the Company Secretary of BREDL ought to have been made liable cannot be accepted. In the present case, it is the case of the appellant that no notice of Board meeting was issued to him. In such a case, question of the appellant remaining absent from the Board meetings does not arise and consequently question of applying Section 283(g) of the Companies Act, 1956 to the case of the appellant does not arise. For all the aforesaid reasons, we see no merit in the appeal and the same is hereby dismissed with no order as to costs. However, it is made clear that the liability of the appellant under the impugned order is restricted to refunding the amount of ₹ 40 lac with interest jointly and severally with BREDL and other directors of BREDL.
|