ORDER A.S. Bopanna , J.—The instant application is filed under section 454(5) and (5A) of the Companies Act, 1956 R/w rule 132 of the Companies (Court) Rules, 1959, praying this Court to take cognizance of the offence committed by the accused in not complying with the requirement of the provisions of section 454 of the Companies Act and to try them for the said offence in accordance with law. Respondent No. 3 has already been discharged by an earlier order of this Court. Respondent No. 4 on filing his objection statement has contended that he had resigned as a Director of the company-in-liquidation as far back as in the year April 2001 and as such, as on the date of winding up i.e., 7-11-2005, he was not a Director of the company. Respondents Nos. 1, 2 and 5 have pleaded not guilty of the offences and have also indicated reasons to justify reasonable cause for not being able to comply with the requirement within the time prescribed. It is also indicated that the statement of affairs has been subsequently filed when notice was issued from this Court. The delay in doing so has been attributed to the reasonable cause i.e., the Bank having seized the property wherein all records were maintained and thereafter having put the property for sale and despite request, the Bank had not furnished the records to the said respondents. Respondent Nos. 2 and 5 have further contended that they were not in-charge of the day-to-day affairs of the company and therefore, the filing of the statement of affairs was not possible in addition to the fact that there was reasonable cause for the first respondent himself to have not filed the same. 2. In the light of the defence put forth by the respondents and having pleaded not guilty, the matter was set down for evidence. One Sri M. Venkatarama Reddy, who is working as Assistant in the Office of the Official Liquidator was examined as P.W. 1 and has been cross-examined by the respondents. Respondent No. I herein was examined as RW 1 and has been cross-examined. Similarly, respondent Nos. 2, 4 and 5 have been examined as RW 2, RW 3 and RW 4 and they have also been cross-examined. Insofar as the applicant, the documents at Exhs. P1 to P9 have been marked and on behalf of the respondents, the documents at Exhs. Similarly, respondent Nos. 2, 4 and 5 have been examined as RW 2, RW 3 and RW 4 and they have also been cross-examined. Insofar as the applicant, the documents at Exhs. P1 to P9 have been marked and on behalf of the respondents, the documents at Exhs. D1 to D12 have been marked. 3. In the light of the contentions urged and the evidence recorded, I have heard the learned counsel for the Official Liquidator and the counsel for Respondent No. 4 and perused the application papers. 4. The fact that the company-in-liquidation was ordered to be wound up by the order dated 07.11.2005 is not in dispute. The fact that the statement of affairs is required to be filed by the erstwhile Directors of the company within a period of 21 days or the extended period of three months as the requirement of law is evident. In the instant case, the papers reveals that the statement of affairs was filed on 15.11.2007 by the first respondent and the Official Liquidator on examination of the same has also pointed out the defects for the purpose of rectification. 5. In the background of the admitted sequence of the dates which are available on record and keeping in view the provision contained in section 454(5) of the Act, the evidence available on record requires to be considered. In this regard, since in the instant case, admittedly the statement of affairs has not been filed within the time provided in law, the question for consideration is as to whether the respondents herein who are the erstwhile Directors of the company-in-liquidation have made out any reasonable cause for not filing the statement of affairs within time or to indicate that they were not expected to file. 6. In that regard, a perusal of the evidence tendered by P.W. 1 would indicate that the dates as noticed above have been referred to by the witness and the relevant order for winding up has been marked as Ex. P1 and the intimation issued to the respondents is also produced and marked as Ex. P2. The acknowledgement and the un-served covers have been marked at Exhs. P5 to P7. In order to indicate that the statement of affairs was filed only on 15.11.2007, the letter addressed by the first respondent is marked as Ex. P1 and the intimation issued to the respondents is also produced and marked as Ex. P2. The acknowledgement and the un-served covers have been marked at Exhs. P5 to P7. In order to indicate that the statement of affairs was filed only on 15.11.2007, the letter addressed by the first respondent is marked as Ex. P8 along with the copy of the statement of affairs which has been filed. On perusal of the statement of affairs since the same was incomplete, the defects have been pointed out and the rectification has been sought by the letter dated 05.03.2008 which has been marked as Ex. P9. 7. In the light of the said evidence, the contention firstly insofar as respondent No. 4 requires to be noticed since it is his contention that he is not required to comply with the requirement of law as he was not a Director as on the date of winding up. It is no doubt true that the said witness has not produced a copy of the extract of Form No. 32 to indicate that his resignation has been incorporated in the Office of the Registrar of Companies. However, a perusal of the evidence recorded on behalf of respondent No. 4 who was examined as RW 3 would indicate that as far back as in April 2001, he had tendered his resignation to the Board of Directors. Considering the nature of the instant proceedings where the respondent is required to indicate reasonable cause for not having filed the statement of affairs or to show that he was not incharge of the day to day affairs, it would be necessary to examine as to whether the other materials available on record are sufficient to come to the conclusion that in fact respondent No. 4 had resigned as a Director of the company-in-liquidation. In this regard, the letter dated 28.09.2001 addressed to respondent No. 4 by respondent No, 1 on behalf of the company is produced and marked as EX. D12. A perusal of the said letter would indicate that the Board of Directors had received the letter of resignation from respondent No. 4 and he has been relieved of all duties, responsibilities and liabilities on behalf of the company. D12. A perusal of the said letter would indicate that the Board of Directors had received the letter of resignation from respondent No. 4 and he has been relieved of all duties, responsibilities and liabilities on behalf of the company. In a normal procedure for legal compliance, it was incumbent on the company itself to send a copy of the same to the Registrar of Companies for the purpose of entering the same in the records. No doubt, it is also a duty cast on the fourth respondent. However, keeping in view the fact that there is no dispute from the other respondents that the fourth respondent had resigned from the company as far back as in the year 2001 and the company was ordered to be wound up nearly four years after i.e., on 07.11.2005, the case put forth by the fourth respondent requires to be accepted. In any event, the said event would at least lead to the situation that he could never have been incharge of the day to day affairs. Therefore, the fourth respondent was not required to file the statement of affairs in the instant facts of the case and therefore, he cannot be held liable. 8. The question however is as to whether respondent Nos. 1, 2 and 5 have made out any reasonable cause for being exonerated in the instant case? 9. The first respondent has been examined as RW 1. The said witness in his evidence has referred to the incident on 16.11.2005, wherein the Vijaya Bank, Trinity Circle, Bangalore Branch, has seized and sealed the office premises and house belonging to him and the company. In this regard, the said witness has lodged police complaint on the same day i.e., on 16.11.2005. The said document is marked as Ex. D1 Subsequent thereto, the Vijaya Bank which had taken possession of the premises and sealed the same and has brought the property to sale on 12.12.2005 and the publication made in the newspaper has been produced and the same is available on record. The said witness has further stated that subsequently he has addressed letters to the Manager, Vijaya Bank, indicating therein that the company has been ordered to be wound up and proceedings have been initiated against the Directors, therefore, the books and other records are required for the purpose of furnishing details to the Official Liquidator. The said witness has further stated that subsequently he has addressed letters to the Manager, Vijaya Bank, indicating therein that the company has been ordered to be wound up and proceedings have been initiated against the Directors, therefore, the books and other records are required for the purpose of furnishing details to the Official Liquidator. The letter addressed in that regard is marked as Ex. D5 and the acknowledgement received from the Manager, Vijaya Bank and other addressees have been marked as Exhs. D6 to D9. In that regard, the first respondent has also addressed a letter to the Official Liquidator, which is marked as Ex. D10. In that context, the witness has stated that there was sufficient cause for him to have not filed the statement of affairs immediately thereafter and subsequently based on the available material, be has filed the statement of affairs on 15.11.2007. The defects indicated therein also could not be rectified in view of the fact that the books are not available as the Bank has seized the same. In the cross-examination though the said witness has admitted with regard to the procedure followed by the Official Liquidator by intimating him, but the nature of the evidence tendered by him with regard to the explanation for reasonable cause, the same in any event has not been discredited. 10. The second respondent no doubt has not filed the statement of affairs, but would state that he concurs with the statement of affairs filed by the first respondent and he has also referred to the reason for not filing the statement of affairs in the same tenor as stated by the first respondent. The fifth respondent was examined as RW 4 and he has stated that though he was a Director of the company-in-liquidation, he was not in-charge of the day-to-day affairs of the company and he had no knowledge of affairs of the company to file a statement before the Official Liquidator and therefore, he has reasonable cause for having not filed the statement of affairs. There is nothing on record to doubt the veracity of the claim of the said witness so as to point out that they were in-charge of the affairs. 11. There is nothing on record to doubt the veracity of the claim of the said witness so as to point out that they were in-charge of the affairs. 11. Having noticed the evidence tendered by the respondents to defend their action, in my view, the evidence tendered by the first respondent as RW 1 would be more relevant since if the cause shown therein is accepted, the act of respondent Nos. 2 and 5 also would have to be condoned in that regard even without going to the aspect that they were not in-charge of the affairs. 12. In that view of the matter, taking into consideration the provision of law, since the company was ordered to be wound up on 07.11.2005 at the first instance, in any event, the Directors had time till 28.11.2005 for the purpose of filing their statement of affairs. The question would therefore be as to whether there was any intervening circumstance between the said dates which has made it impossible for the respondents to file the statement of affairs? 13. In that regard, the complaint filed on 16.11.2005 (Ex. D1) would be relevant for the purpose. As per the said complaint, the Vijaya Bank had seized the premises and also taken possession of the materials available in the premises. The complaint has been registered in the Koramangala Police Station. The fact that Vijaya Bank had taken possession of the premises and the notice inviting tenders dated 12.12.2005 discloses that the very same premises where the Company-in-liquidation was being run has been put to auction by the Vijaya Bank. The notice indicates that the Vijaya Bank had taken possession of the property and has thereafter brought the same to sale in 'As is where is' condition. This fact would disclose that when the premises had been seized by the Vijaya Bank, the respondents herein had no access to the premises to secure the documents. Furthermore, to indicate that the records and documents relating to the company was also in the premises and has been taken over by the Bank, the first respondent has addressed a letter to the Manager, which is produced at Ex. D5 and the acknowledgements are as at Annexures - D6 to D9. These aspects would indicate that there was reasonable cause for the respondents in not complying with the requirement. 14. D5 and the acknowledgements are as at Annexures - D6 to D9. These aspects would indicate that there was reasonable cause for the respondents in not complying with the requirement. 14. It is no doubt true that if at all any further proceedings are to be initiated by the Official Liquidator either to compel the respondents to secure the records for the purpose of evaluating the assets of the company or for recovery of the same from the appropriate persons or in the event the Official Liquidator is in a position to plead and prove misfeasance on the part of respondent Nos. 1, 2 and 5, it would still be open for the Official Liquidator to do so in the appropriate proceedings in accordance with law. However, in the instant proceedings, the same being in the nature of a criminal proceedings the benefit of reasonable cause is to be granted to the respondents since the facts in the instant case as noticed above would disclose that the respondents were prevented by reasonable cause from filing statement of affairs within the time provided in law and also the non-rectification was due to the very same cause which has still continued to exist. Therefore, in my view, all the respondents are to be exonerated which is accordingly done. The proceedings in the instant case stands closed. 15. The application is accordingly disposed of.