R. GURURAJAN, J. ( 1 ) THE appellant is before us aggrieved by the order of the learned Single Judge dated 15. 12. 2005 passed in application No. 137/2005. ( 2 ) FACTS as narrated in the appeal are as under: the appellant was an ex-employee of the Company in liquidation. He was relieved from the services of the Company by his employer from the service on 2. 4. 2001. During his employment with the Company, two Directors resigned to the post of directorship on 1. 6. 2000. The appellant was appointed on 1. 6. 2000. Form No. 32 issued is dated 1. 6. 2000. He tendered his resignation on 2. 6. 2001 in terms of the instructions of the Managing Director. His resignation was accepted and he was relieved from the post of Directorship of the Company. One S. K. Jha was appointed as a director of the Company. The appellant intimated to the respondent that he was not the Director of the Company. He also gave the address of the Managing Director of the Company in terms of the communication dated 13. 12. 2002. He was an employee hardly for about 1 1/2 years. He became the Director on 1. 6. 2000 and resigned on 2. 6. 2001. He was not aware of the pendency of any petition in this Court. An application was filed Under Section 438 (1) (c) of the Companies act. The appellant aggrieved by the said proceedings filed an application in Company application No. 137/05. He sought for a prayer to exempt him from filing books of accounts and records and he also sought for deletion of his name from the proceedings in Company application No. 287/1993. Matter was heard. Learned Company Judge has chosen to dismiss the application. The appellant aggrieved by this order is before us. ( 3 ) WE have heard the learned Counsel for the appellant and the respondent. Perused the order of the learned Company Judge. ( 4 ) ADMITTED facts would reveal of an application seeking for exemption from filing books of accounts and records in liquidation and also for deletion as party respondent in the proceedings initiated by the Official Liquidator Under Section 538 of the Act. Learned Company Judge noticed that the appellant is an officer in terms of the definition. After noticing, learned company Judge was of the view that no exemption can be granted. Learned Company Judge noticed that the appellant is an officer in terms of the definition. After noticing, learned company Judge was of the view that no exemption can be granted. He has rejected the application. Let us see as to whether the rejection of the applications are in order. ( 5 ) SECTION 538 (1) and 538 (1) (c) of the Companies Act read as under: section 538: Offences by officers of companies in liquidation: (1) If any person, being a past or present officer of a company which, at the time of the commission of the alleged offence, is being wound up, whether by (the Tribunal) or voluntarily, or which is subsequently ordered to be wound up by the (Tribunal) or which subsequently passes a resolution for voluntary winding up, ( c) does not deliver up to the liquidator, or as he directs, all such books and papers of the company as are in his custody or under his control and which he is required by law to deliver up. ( 6 ) IN the case on hand, the appellant-applicant wants to exempt from filing books of accounts and records and to delete him as party respondent in the proceedings initiated by the Official liquidator. The learned Judge has chosen to say that the letter, Annexure 'c' by itself cannot be taken as evidence with regard to the appellant being a mere nominal director. Annexure 'c' is in form No. 2 and it shows that the appellant-applicant resigned and the same has been accepted by the Department. It is a certificate issued by the Assistant Registrar of Companies, Karnataka, bangalore. The appellant-applicant has also produced Form No. 32 for the purpose of acceptance of the appellant. Annexure 'b' would show that he was appointed as a Director on 1. 6. 2000 and he resigned on 2. 6. 2001. These documents are not doubted by the respondent. Even with regard to the notice, the appellant-applicant has chosen to provide a letter in which he has chosen to say that he had no knowledge about the affairs of M/s. Span Projects Pvt. Ltd. This document is also not doubted by the respondent. That being the position, we are unable to accept that there is no relevant material with regard to the applicant having no access to books of accounts for the purpose of exemption. That being the position, we are unable to accept that there is no relevant material with regard to the applicant having no access to books of accounts for the purpose of exemption. It is not the case of the respondent that the appellant-applicant was the only person who is in charge of the books of accounts for the purpose of an enquiry Under section 538 of the Act. He was only one of the Directors and he has chosen to say that he has no access to the books of accounts. That has not been denied by the authority. In these circumstances, we are of the view that the learned Judge could not have dismissed the application on the peculiar facts of this case and in the given circumstances. It is no doubt true that Section 538 is applicable even with regard to a past officer. But there are some exceptional cases in which if the past officer is able to place some materials, those materials cannot be ignored by a Court while considering an application filed by the applicant. In these circumstances and on the facts of this case, we are satisfied that the appellant-applicant has to be exempted in the light of the material placed before this Court. We therefore, deem it proper to accept this appeal and set aside the order of the learned Company Judge dated 15. 12. 2005. However, liberty is reserved to the Official Liquidator to issue an appropriate notice in the event of the Official Liquidator (sic) obtaining any other information with regard to involvement of the appellant with regard to the affairs of the company and with regard to the books of accounts in a manner known to law. ( 7 ) APPEAL is allowed with liberty. No costs.