Case: Rabindra Chamria  Vs. The Registrar Of Companies, W.B.

>2. It is enough if we refer to the facts in Civil Appeal No. 3012 of 1990. The short facts are asManufacturing Company Ltd.Company"; in short) is the owner of a jute mill in West Bengal. The appellants were appointed Directors between81 and4. There was a lock out in the. By a, Government of West Bengal declared the said jute mill as a relief undertaking under the provisions of West Bengal Relief Undertaking (Special Provisions) Act, 1972. However, on3, the lock out was lifted. Thereafter the mill resumed its manufacturing operation between84 and4. There was a strike in they throughout West Bengal. Between, 1985there was a lock out due to labour unrest. As a result of all these the company defaulted in the payment of the provident fund dues. On, a petition was moved on behalf of the appellants under Section 633 of the Companies Act, 1956 (hereinafter referred to as the Act) for being relieved of liability for delayed as well as non-payment of the provident fund dues and other ancillary dues. On6 a consent order was passed by the learned Single Judge allowing the outstanding provident fund dues to be paid in monthly0 commencing from April1986, until the entire liability is paidSince this course was accepted by the provident fund authorities it was not considered necessary to serve summons on the Registrar of Companies because what was sought to be recovered were the dues under the ProvidentAct. It was further ordered concerningB that an injunction shall issue restraining the respondents from initiating any criminal proceedings against the appellants or any of them for non-payment or delayed payment of the providentAggrieved by this order,re us, namely, the Regional Provident Fund Commissioner filedNo. 286 of 1987. The Division Bench which heard the matter rendered its impugned judgment on0. The sole point which came up for determination was, whether the learned Single Judge was right in granting relief under Section 633 of the Act in respect of offences committed under theEmployees Provident Funds and Miscellaneous Provisions Actof 1952 (hereinafter referred to as

Reasoning: We are also of the view while referring to any proceeding under(2) the Parliament intended to restrict it only to the proceeding arising out of negligence, default, breach of trust, misfeasance or breach of duty in respect of the duties prescribed under the provisions of the Companies Act. Further examining thewith reference to the context and the placement of thethe only conclusion that is possible is the proceedings for which relief under thiscould be claimedthe proceedings against the officer of a company for breach of the provisions of the Companies Act. Sub-section (2) cannot apply to proceedings instituted against the officer of the company to enforce the liability arising out of violation of provisions of other statutes. Reference could also be made to(3) where notice is required to be given to the Registrar of Companies. This is an indication that the powers under(2) must be restricted in respect of proceedings arising out of the violation of the Companiesauthority to take action under ProvidentAct as seen from Section 14 is a Commissioner while the procedure so far as the Companies Act is concerned under Section 621 is on a complaint in writing of the Registrar or of a shareholder of a company or of an officer authorised by the Central Government in this behalfaction can beAs already noted under(3) of Section 633, the Court has to give notice to the Registrar of Companies or on such other person, if any, as it thinks necessary. Therefore, giving of notice is mandatory. That being so, if Section 633 is interpreted as to include proceedings under Acts other than the Companies Act it will be open to the Court to give such relief under Section 633 without giving notice to the authority competent to prosecute in respect of liabilities under the other laws or upon giving notice toconcerned and not the Registrar. Thus the mandatory requirement of(3) of Section 633 can easily beThen again under Sectionof the ProvidentAct, officers who are talked of under this section would be deemed to have committed the offence because(1) states that every person who was responsible to the company as well as the company shall be deemed to be guilty of the offence. If therefore, the relief under Section 633 is extended, such officers or persons who are otherwise liable for such offence would get the benefit of Section 633 and escape the rigour of Sectionon also makes it abundantly clear that allcovered by the Companies Act would be companies within the meaning of. On the contrary, those companies falling under theon 14-A wouldnot be companies under the Companies Act. To put it in other words, a company falling under theof the ProvidentAct which does not come within the purview of the Companies Act, the liability of the persons would be governed only by Sectionof the ProvidentAct. They will not be entitled to any relief under Section 633. The benefit available under a social welfare legislation namely theEmployees Provident FundsAct cannot be defeated in this manner. We may also add if the interpretation suggested by the appellants is accepted it would cover not only the existing laws but all legislations to be enacted in future