INDIA NUTRIMENTS LIMITED Vs. REGISTRAR OF COMPANIES MADRAS

JUDGEMENT

(1.) THESEAR ending with June 30, 1958, or the annual return as required under the Act in spite of several reminders by the Registrar of Companies. The petitioners and the other two directors of the company (accused Nos. 3 and 4) were, therefore, prosecuted for the default. The learned Second Presidency Magistrate found A-3 and A-4 not culpable. But he found the petitioners guilty of the omission, convicted them and sentenced each of them in both the cases to a fine of Rs. 25 with a default sentence of 15 day's simple imprisonment. The second petitioner was also directed to submit the balance-sheet within two months

(2.) THE plea of the petitioners was that the annual general meeting of the company could not be held as A-3 and A-4 had resigned and, therefore, for want of quorum the balance-sheet and profit and loss account and the annual return could not be laid either at the general meeting, or field with the Registrar as required under section 220(1) of the Act. This plea was found by the learned Magistrate to be untenable in the circumstances of this case. THE articles of association of the company empowered the managing agent to nominate one-third of the total number of directors, so that, even if A-3 and A-4 had non-co-operated and resigned as alleged by the petitioners, there was nothing preventing the second petitioner from conforming to the statutory requirements by exercising the power vested in him under the articles of association. An attempt appears to have been made by the second petitioner before the learned Magistrate not inclined to placed any reliance on this self-serving piece of evidence.

(3.) IN the circumstances of this case, therefore, I have no hesitation to agree with the learned Magistrate's conclusion that, despite the Registrar giving him time to make the balance-sheet, he did not take any action to convene the meeting to submit the balance-sheet, and that the resignation of A-8 and A-4 did not afford a valid excuse for him for not convening the annual general meeting or submitting the annual return to the Registrar