Mr. Naryanan was the Managing Director of ABC India Limited and his wife Mrs. Kaika was also a director of the Company. Proceedings were initiated by Registrar of Companies (ROC) against the Company and its directors. Mr

The Madras High Court in case of K. Seethalakshmi v. Registrar of Companies and Anor. rejected the plea of the petitioner that the ROC has not issued any notice to her. The Managing Director had died when the proceedings were pending. The petitioner, who was also a director and the wife of the deceased Managing Director was impleaded as an accused in the proceedings. As the petitioner was impleaded as an accused, she filed an application under section 204 of Criminal Procedure Code, 1973, praying for her discharge. She claimed she could not be impleaded as an accused because of the below grounds: Notice had not been served upon her but on her deceased husband. When there were other directors, the Registrar had picked out the petitioner to proceed against. The High Court refusing to discharge the petitioner by dismissing the petition, held that: The petitioner was a director of the Company, when her husband the Managing Director, died during the pendency of proceedings. Hence, for non-compliance with the provisions of Sections 159 and 220, the director was also liable to be proceeded against and punished under the law. It was the duty of the petitioner as the surviving director, to comply with the provisions of the Companies Act. The Registrar had impleaded the petitioner, as an accused on the death of her husband, not merely because she was the wife of the deceased managing director but because she was a director of the said company and liable to comply with the mandatory requirements or the Act. Hence, in the background of aforementioned case law, it can be concluded that the High Court would not award any relief to Mrs. Kaika.