Judgment :- 1. The petitioner herein has come forward with the present Company Petition under Section 633 (2) of the Companies Act 1956 for an order relieving the petitioner wholly from the proceedings sought to be initiated pursuant to the show cause notice issued by the respondent on 1.7.2010. The said prayer has been made on the basis of the contention of the petitioner that the petitioner was co-opted by the Directors of the Company (Fund of Thanjavur Limited) on 26.8.1996 as an additional director in a metting of the Board of Directors of the said Company and thereafter he was not appointed as a regular Director; that even before the convening of the next Annual General Meeting he had resigned the Additional Directorship on 17.8.1997 itself; that now the respondent proposes to prosecute the petitioner herein along with the Company and the Directors for the default committed by the Company in filing the Balance Sheet the Profit and Loss Account for the financial year ended on 31.3.2008 long after he ceased to be an Additional Director of the Company concerned and that hence the petitioner should be relieved from the proposed proceedings sought to be initiated by issuing the show cause notice dated 1.7.2010. 2. The respondent has filed a counter contending that since no Form-32 was filed informing the Registrar of the acceptance of the resignation of the petitioner by the Managing Director, the petitioner shall be deemed to be a person responsible for the filing of the statutory returns and the respondent cannot find fault with for issuing the impugned show cause notice to the petitioner also. 3. I have heard the submissions of the learned counsel for the petitioner and Mr. M. Krishanan, the learned Central Government Standing Counsel on behalf of the respondent. 4. The petition, counter statement and the documents filed by the parties are also taken into consideration and upon such consideration, this Court is able to find that the petitioner was not a regular Director of the Company in question and he was co-opted by the other Directors only at the Directors meeting held on 26.8.1996. It is also not in dispute that the petitioner who was co-opted by the other Directors as Additional Director was not appointed as a regular Director in the Annual General Meeting of the shareholders that followed the appointment of the petitioner as Additional Director. It is also not in dispute that the petitioner who was co-opted by the other Directors as Additional Director was not appointed as a regular Director in the Annual General Meeting of the shareholders that followed the appointment of the petitioner as Additional Director. Section 260 of the Companies Act dealing with the Additional Director reads as follows: "Nothing in Section 255, 258 or 259 shall affect any power conferred on the Board of Directors by the articles to appoint additional directors: Provided that such additional directors shall hold office only up to the date of the next annual general meeting of the company: Provided further that the number of the directors and additional directors together shall not exceed the maximum strength fixed for the Board by the articles". 5. A bare reading of the said Section will show that the Board of Directors have conferred that such powers of the Articles can appoint Additional Directors subject to a limitation that such Additional Directors appointed by the Board of Directors shall hold office only up to the date of the next Annual General Meeting of the Company. The tenure of Additional Director by operation of law comes to an end by the date on which the Annual General Meeting of the Company is convened subsequent to such appointment as Additional Director. 6. It is not the case of the respondent that the petitioner, after having been appointed as Additional Director by the Board of Directors, was subsequently appointed as a regular Director in the Annual General Meeting of the Company. As such, even in the absence of any resignation on the part of the petitioner his tenure as an Additional Director of the Company in question would have come to an end on 24.2.1998, the admitted date of the Annual General Meeting of the Company held subsequent to the appointment of the petitioner as Additional Director. 7. It is also the case of the petitioner that even before the next Annual General Meeting of the Company held on 24.2.1998 the petitioner tendered his resignation resigning his Additional Directorship. But there is no document to show that such a resignation was accepted. The acceptance of such resignation before the Annual General Meeting of the Company would have caused termination of his tenure as Additional Director with effect from the date of resignation. But there is no document to show that such a resignation was accepted. The acceptance of such resignation before the Annual General Meeting of the Company would have caused termination of his tenure as Additional Director with effect from the date of resignation. Assuming that if the resignation was not accepted, the same makes no difference in this case because by operation of law the tenure of the petitioner as Additional Directorship of the Company concerned in question came to an end by 24.2.1998 the admitted date of Annual General Meeting of the Company subsequent to his appointment. Thereafter, he cannot be held responsible for any of the defaults committed by the Company or by the Directors of the Company. If at all, the respondent chooses to make him responsible for any lapse or default committed by the Company or its Directors before the petitioner ceased to be an Additional Director, then the respondent shall be wholly justified in doing so. On the other hand, the petitioner having ceased to be an Additional Director by operation of law cannot be held responsible for any of the acts or omissions of the Company subsequent to the date from which he ceased to be an Additional Director. It is also obvious from the records that for the show cause notice the petitioner has issued a suitable reply stating that he should not be held responsible for the lapses on the part of the Company or the Directors after he ceased to be an Additional Director of the Company. As the same was not accepted by the respondent, the petitioner has approached this Court by way of present petition. Therefore, this Court comes to the conclusion that the show cause notice dated 1.7.2010 shall be ineffective as against the petitioner and the petitioner shall be relieved of the proposed proceedings based on the aforesaid show cause notice. 8. In the result, the Company Petition is allowed and the respondent is directed to relieve the petitioner wholly from the proceedings sought to be initiated pursuant to the show cause notice dated 1.7.2010 issued by the respondent. No costs. Consequently, the connected Company Application is closed.