JUDGMENT This appeal is directed against the order dated 5th May, 1975, passed in Company petition No.3 of 1974. The order relates to non-filing of statement of affairs by the ex-management of M/s Bihar Investment Trust Limited (In liquidation). The learned Company Judge, by the impugned order, has directed the three appellants and one Ambika Prasad Verma "to file the statement of affairs as required by section 454 of the Companies Act, 1956, either jointly or singly, verified by any one or more of them, to the official liquidator within a period of six weeks from to day failing which the consequences contemplated under the law will follow." 2. The Bihar Investment Trust Limited was incorporated in the year 1939 under the Companies Act, 1913. On an application filed by the Registrar of Joint Stock Companies, winding up order was passed on 27th August, 1974, and an official liquidator was appointed. The official liquidator made a report dated 16th December, 1974, asking for action against the Directors and the Secretary of the Company for not filing statement of affairs as contemplated under Section 454 of the Companies Act, 1956. The appellants were named as the three Directors and Ambika Prasad Verma was Darned as the Secretary. They filed their show cause• petitions, on a consideration of which the impugned order bas been passed. In this appeal we are not concerned with what happened to Ambika Prasad Verma as he is not one or the appellants before us. 3. In their show cause the appellants stated that they had resigned by a joint letter addressed to the Bihar Investment Trust Limited (hereinafter referred to as the Company), dated 10th September, 1966, which is Exhibit l/a. The letter of resignation was sent by registered post to the registered office of the company and a copy of it was also sent to the Registrar of joint Stock Companies. In their show cause the appellants had stated that as they had resigned from their respective offices on 10th September, 1966, which was in terms of Article 94 (f) of the Articles of Association of the Company, heir resignations became effective from that date as it was served by notice in writing to the Company. In their show cause the appellants had stated that as they had resigned from their respective offices on 10th September, 1966, which was in terms of Article 94 (f) of the Articles of Association of the Company, heir resignations became effective from that date as it was served by notice in writing to the Company. They there Core, pleaded that they were not liable to file the statement of affairs of the Company as they had ceased to have any connection with it long time back. They further stated that in any view as they had resigned and also because the secretary, who was in custody of all the documents and papers of the Company was not co-operating with them even from before their resignation, they were not in a position to file the statement of affairs of the Company. 4. The learned Company Judge held that there was no proof that the resignation of the appellants was ever accepted by the Company. He also held that Article 94 (f) of the Articles of Association of the Company was ultravires Section 283 of the Companies Act, 1956. as in Section 283, there was no provision equivalent to sub-section (2) of Section 86 I of the Companies Act, 1913, by which the Articles of Association of a Company, under the Companies, Act, 1933, could make further provisions for vacation of office from those provided under sub-Section (1) of Section 86 I. It was also held that article 94 (f) would not be saved under the saving provisions as contained in section 645 of the companies Act. 1956. In passing a reference was also made that as no steps were taken either by the share-holders or any other authority for filling up vacancies on account of the purported resignation of the appellants, the inevitable result was that the Company remained without any Director after 10th September, 1966. By reference to sub-section (2) of Section 454 of the Companies Act, 1956. it was held to at the appellants would come in the category of those mentioned in clause (a) of the aforesaid sub-section and as such they would be liable to submit the statement of affairs as required under section 454 of the Companies Act. 1956. Hence they were directed to file the statement of affairs as required. it was held to at the appellants would come in the category of those mentioned in clause (a) of the aforesaid sub-section and as such they would be liable to submit the statement of affairs as required under section 454 of the Companies Act. 1956. Hence they were directed to file the statement of affairs as required. Ambika Prasad verma has not filed an appeal it is not necessary to refer to his case. 5. In support of this appeal; Mr. K.D. Chatterji made the following submissions • (i) The Directors having resigned an 10th September. 1966, their resignation became operative and effective from that very date. It was submitted that neither section 283 of the Companies Act, 1956 nor section 86 I of the Companies Act, 1913, covered case of voluntary resignation by directors. According to learned counsel section 283 of the Companies Act, 1956, deals with Cases where the office of Directors is vacated by involuntary acts in other words, it was submitted that the aforesaid section statutorily regulates involuntary acts of vacation and does not deal with voluntary acts; e. g. where a Director himself resigns from office. He submitted that under common law it is the right of a person to resign an office he holds and it is not dependent upon statutory law unless specifically provided for. (ii) The effect of resignation is not dependent upon acceptance and becomes effective from the date when the Director resigns. It is particularly so in view of Articles 94 (f) of the Articles of Association of the Company which, amongst other, provides that the office of a Director shall ipso facto be vacated "if by notice in writing to the Company he resigns his office." It was urged that this Article is not repugnant to section 283 of the Companies Act, 1956, as it relates to voluntary acts. According to learned counsel, section 283 should be interpreted in a manner which is least inconsistent with common law right of voiuntary resignation. (iii) The expression "have been officers of the Company" as provided under clause (a) of sub-section (2) or section 454 of the Companies Act, 1956, must be read with clause (b) of that section and the words "in time within one year before the relevant date" should be construed to control clause (a) as well. (iii) The expression "have been officers of the Company" as provided under clause (a) of sub-section (2) or section 454 of the Companies Act, 1956, must be read with clause (b) of that section and the words "in time within one year before the relevant date" should be construed to control clause (a) as well. It bas, therefore, been submitted that even under this sub-section the appellants were not liable to submit the statement of affairs of the Company; and, (Iv) Lastly, it was submitted that in any view, the learned company Judge has not, in the impugned order, at all taken into consideration the fact that the appellants were not in a position to submit the statement of affairs or the company. In other words, It has been said on their behalf that the inability of the appellants has not been taken into account in passing the impugned order. 6. For the sake of convenience, we will first consider the third submission. At this stage it would be convenient to read section 454, the relevant sub-sections of which run as follows :- "454, (I) Where the Court has made a winding up order or appointed the Official Liquidator as provisional liquidator, unless the Court in its discretion otherwise orders, there shall be made out and submitted to the Official Liquidator & statement as to the affairs of the company in the prescribed form, verified by an affidavit, and containing the following particulars, namely ;-- (a) the assets of the company, stating separately the cash balance in hand and at the bank if any, and then negotiable securities, if any, held by the company. (b) its debts and liabilities. (c) the names, residences, and occupations of its creditors, stating separately the amount of secured and unsecured debts and in the case of secured debts, particulars of the securities given whether by the company or an officer there of, their value and the dates on which they were given: (d) the debts due to the company and the names, residences and occupations of the persons from whom they are due and the amount likely to be realised on account thereof: (e) such further or other information as may be prescribed, or as the Official Liquidator, may require. (2) The statement shall be submitted and verified by one or more of the persons who are at the relevant date the directors and by the person who is at that date the manager, secretary or other chief officer of the company, or by such of the persons hereinafter In this sub-section mentioned, as the official liquidator, subject to the direction of the Court, may require to submit and verify the statement, that is to say, persons- (a) who are or have been officers of the company. (b) who have taken part in the formation of the company at any time within one year before the relevant date; (c) who are in the employment of the company or have been in the employment of the company within the said year, and are, in the opinion of the Official Liquidator capable of giving the information required; (d) who are or have been within the said year officers of, or In the employment of a company which is, or within the said year was, an officer of the company to which the statement relates. (5) 1f any person, without reasonable excuse, makes default in complying with any of the requirements of this section, he shall be punishable with Imprisonment for a term which may extend to two years, or with fine which may extend to one hundred rupees for every day during which the default continues, or with both. (8) In this section the expression "the relevant date" means, in a case where a provisional liquidator is appointed, the date of his appointment, and in a case where no such appointment is made, the date of the winding up order." We have omitted the other sub• sections of section 454 as they are not relevant for the purposes of this appeal. 7. The scheme of these provisions show that after an order of winding up has been passed, a statement of affairs of the Company in a prescribed form, verified by an affidavit, has to be filed before the official liquidator. The relevant form is Form No. 57 as provided in the Companies (Court) Rules, 1959. This statement has to provide, amongst other things, the assets or the company, its debts and liabilities and the details of the creditors as also of the debtors. The statement has to be verified by one or more of the persons enumerated In sub-section (2). The relevant form is Form No. 57 as provided in the Companies (Court) Rules, 1959. This statement has to provide, amongst other things, the assets or the company, its debts and liabilities and the details of the creditors as also of the debtors. The statement has to be verified by one or more of the persons enumerated In sub-section (2). By reference to sub-section (8) it is obvious that the relevant date is the date, where a provisional liquidator is appointed, the date of his appointment and where no such appointment is made, the date of the winding up order. Sub-section (2) provides the persons who can be called upon to file statement of affairs and, apart, from the general provision that It should be filed by persons who, at the relevant date are Directors, Manager, Secretary or any other chief officer or the company, by any of the persons categorised in clauses (a) to (d) of sub-section (2). Under clause (a) are lumped together persons who are or have been officers of the company and under section 2 (3D) the word "officer" includes any Director of the company. It is manifest, therefore that not only a person who, at the relevant date is the Director of the company but also those who have been in the past, Directors of the company, can be called upon to file the statement as provided under section 454 (1). 8. Mr. Chatterji submitted that section 454 2 (a) and (b) have been inartistically drafted and the expression "at any time within one year of the relevant date" as is mentioned in the last part of clause (b) must also govern clause (a). In inviting this construction it was submitted that if the words "at any time within one year of the relevant date" is not imported into clause (a', it would result into monstrosity. It was contended that as all Informations have got to be given with reference to the relevant date I. e. the date of the order of winding up or the date on which the provisional liquldator is appointed it would be absurd to call upon a person who bas been Director or an officer of the company long before the date of such appointment to give such informations. He further contended that if such a person was called upon to submit a statement of affairs, which he would not be capable of, the consequence would be that he would open himself to punishment as provided under sub-section (5) of section 454. He further contended that in construing a section punctuations must yield to a result which make it reasonable. 9. It is not possible to accept the submissions made. As pointed out earlier apart from the Directors, Manager, Secretary Or other Chief Officer of the Company who are in those offices at the relevant date, other classes of persons who may be called upon to file the statement have been categorised in sub-section (2). They have, however, been categorised under different heads. The Parliament in categorising classes of persons under clauses (b) to (d) has specifically provided that those persons must have been in the employment of the company concerned within one year before the relevant date. But, for those mentioned under clause (a) this period has not been provided. This clearly demonstrates the intention of the legislature that the discretion of the court in calling upon persons who are mentioned in clause (a) is not confined only to those who have been in the employment of the company within one year from the relevant date. 10. The submission that it would lead to monstrosity has also to be rejected inasmuch as in the first sub-section Itself it is provided that the court in asking for a statement of affairs from a person shall do so to its discretion. It, therefore, follows that if in certain circumstances, the Court finds that an officer of the company who bad been in the employment of the company will not be able to submit the statement as required, it will not call upon such a person to do so. 11. Similarly, the submission that in construing the plain words of a section, punctuations could not be relied upon is of no assistance in the present case Firstly, as I have pointed out, it is not a question of punctuation when clauses (a), (b), (c) and (d) of section 454 are to be construed. 11. Similarly, the submission that in construing the plain words of a section, punctuations could not be relied upon is of no assistance in the present case Firstly, as I have pointed out, it is not a question of punctuation when clauses (a), (b), (c) and (d) of section 454 are to be construed. As pointed out earlier I different classes of persons have been grouped under different classes and in the absence of any other good reason, the provision with regard to one class cannot be imported into the provision with regard to the other class. The words used in clause (a) are very distinct and clear and in the absence of any restriction with regard to the period as provided in clauses (D), (c) and (d), it is not possible to import those restrictions in clause (a). 12. Learned counsel has relied upon three decisions for his submission that punctuations can be ignored in considering the plain words of a section. In the case of Indian Cotton Company Ltd. V. Hari poonjoo and others it was held that in interpreting the plain words of a Section, punctuation cannot be relied upon. This observation was made in construing section 58 (f) of the Transfer of Property Act, and it was held that the comma beyond the word "towns" does not go with "person" bat with "delivers". This decision is, therefore of no help Similarly, the privy council therefore of no help. Similarly, the Privy Council in the Case of Maharani of Burdwan V. Murtunjoy Singh and others in interpreting Regulation VIII of 1819, had held that in a certain provision the comma after the word "kmcherees" could be construed to apply to the whole expression "upon the land of the defaulters" just as easily as to the last three words only. And in that background, their Lordships observed that it is an error to rely on punctuation in construing Acts of the Legislature. This decision also is not relevant for the purposes of the present case. Similarly in a Full Bench judgment of the Lahore High Court in the case of Gurmukh Singh V. Commissioner of Income tax Munir. J. held that if a provision as punctuated leads to absurd results or conflict with some other provision of the Statute, punctuation must yield to a reasonable and consistent interpretation. Similarly in a Full Bench judgment of the Lahore High Court in the case of Gurmukh Singh V. Commissioner of Income tax Munir. J. held that if a provision as punctuated leads to absurd results or conflict with some other provision of the Statute, punctuation must yield to a reasonable and consistent interpretation. No conflict or absurdity has been pointed out interpreting clause (a) in the manner in which we have done. 13. From the discussions made above, it is obvious, therefore, that under section 454 (2) (a) even if the appellants had resigned from the offices of Directors in the year 1966 they could still be called upon to submit statement of affairs as provided under section 454 (1) of the Companies Act, 1956. 14. We have pointed out earlier that the three appellants by a notice to the company dated 10th September. 1966, which is Exhibit l/a, had resigned from their respective offices. There is also on record a letter written by one of the Directors to the secretary of the company in which it has been stated that the secretary was not completing and preparing upto-date records of the company. This letter is dated 26th February, 1966. In their show cause, filed before the learned Company Judge the appellants have stated that since the date when they resigned from. Directorship of the company, they have bad no concern with its affairs and were, therefore, not in a position to file the requisite statement. They also pointed out that the records of the company were not under the control and custody of the appellants and hence they were helpless in preparing the statement of affairs. In this context, they had also pointed out the entire records and account books of the company were at the registered office at Choudhary Market and were in the custody of its Secretary. In stating the circumstances in which they had resigned as early as in the year 1966 the appellants had pointed out in their show cause that the. In this context, they had also pointed out the entire records and account books of the company were at the registered office at Choudhary Market and were in the custody of its Secretary. In stating the circumstances in which they had resigned as early as in the year 1966 the appellants had pointed out in their show cause that the. Secretary who was incharge of The office of the company, was negligent and acted carelessly in the performance of his duties and in managing the affairs of the company and the appellants were unable to control and manage the affairs of the company in such state of affairs and as the Secretary was not getting the balance sheet and profit and loss accounts prepared, they had no choice but to resign. All these tend to the conclusion that the appellants have had no concern with the affairs of the company since October, 1966 i.e. about eight years before the winding up order was passed. 15. This aspect of the matter that though under clause (a) of section 454 (2) of the Companies Act, 1956, the appellants could be called upon to file statement of affairs but in the circumstances of the case might be unable to do so, bas not been considered in the impugned order. Probably the inability of the appellants to file the requisite information was not urged before the learned Com pan, Judge. In this view of the matter, it is not necessary to consider the other two submissions advanced on behalf of the appellant as we are inclined to take the view that although the appellants can be called upon to submit the statement of affairs required, the learned Company Judge has not considered whether the appellants would be able to submit the necessary statement. We think that this aspect of the matter should be considered by the learned Company Judge. Mr. Ghose, appearing for the respondent, did not have anything to say against such consideration. 16. In the result, this appeal is party allowed and the case remanded to the learned Company Judge for consideration of the matter as pointed out above. In the circumstances of the case, there will be no order as to costs. Appeal partly allowed.